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[  ], 2021

Dear Stockholders:

You are cordially invited to attend a special meeting (such meeting, including any adjournment or postponement thereof, the “Special Meeting”) of the stockholders of Perspecta Inc., which we refer to as the Company or Perspecta, to be held on [  ], 2021, at [  ] (local time). Due to the public health impact of the coronavirus (COVID-19) and to support the well-being of our employees and stockholders, Perspecta will hold the Special Meeting virtually via the Internet at www.virtualshareholdermeeting/PRSP2021SM. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

At the Special Meeting you will be asked to approve the adoption of the Agreement and Plan of Merger, dated as of January 27, 2021 (as amended from time to time, the “Merger Agreement”) by and among the Company, Jaguar ParentCo Inc., a Delaware corporation (“Parent”) and Jaguar Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger. Parent and Merger Sub are subsidiaries of Peraton Intermediate Holding Corp. (“Peraton”), which is beneficially owned by affiliates of The Veritas Capital Fund V, L.P. (“Veritas Fund V”) and The Veritas Capital Fund VII, L.P. (“Veritas Fund VII” and, together with Veritas Fund V, “Veritas” and, together with Peraton, the “Sponsor Entities”).

Your vote is very important. Whether or not you plan to attend the Special Meeting virtually, as promptly as possible please submit your proxy over the Internet or by telephone by following the instructions on the enclosed proxy card or complete, date, sign and return the enclosed proxy card in the accompanying prepaid reply envelope. TO FACILITATE THE TIMELY RECEIPT OF YOUR PROXY DESPITE ANY POTENTIAL SYSTEMS DISRUPTION DUE TO COVID-19, WE ENCOURAGE YOU TO VOTE BY TELEPHONE OR INTERNET TODAY. If you attend the Special Meeting and vote in person by virtual ballot, your vote by ballot will revoke any proxy previously submitted.

If the Merger is completed, each outstanding share of Perspecta’s common stock, par value $0.01 per share (a “Share” or, collectively, the “Shares”) outstanding immediately prior to the effective time of the Merger (other than (i) Shares issued and held by the Company or any of the Company’s subsidiaries and (ii) Shares that are owned by Parent, Merger Sub, or any of their respective wholly owned subsidiaries, in each case immediately prior to the effective time of the Merger) will be converted into the right to receive from Parent $29.35 per Share in cash (the “Merger Consideration”), without interest, less any applicable withholding taxes.

The board of directors of the Company (the “Board”), with Mr. Musallam, who is affiliated with Veritas, recused, as more fully described in this proxy statement, evaluated the Merger in consultation with the Company’s management and legal and financial advisors. The Board (with Mr. Musallam, who is affiliated with Veritas, recused) has unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement were fair to, and in the best interests of, the Company’s stockholders, (ii) approved the Merger Agreement and the other transactions contemplated by the Merger Agreement and (iii) directed that the Merger Agreement be submitted to the holders of Shares for their approval and resolved to recommend that the holders of Shares approve the Merger Agreement and the other transactions contemplated by the Merger Agreement. The approval of the proposal to adopt the Merger Agreement requires the affirmative vote of the holders of a majority of outstanding Shares entitled to vote at the Special Meeting.

The Board (with Mr. Musallam recused) recommends that you vote “FOR” the proposal to adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

You will also be asked to vote at the Special Meeting on (i) the non-binding proposal regarding certain Merger-related executive compensation arrangements, which requires the affirmative vote of the holders of a majority of the Shares present in person or by proxy and entitled to vote thereon at the Special Meeting and (ii) one or more proposals to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies, which requires the affirmative vote of the holders of a majority of the Shares present in person or by proxy and entitled to vote thereon at the Special Meeting, whether or not a quorum is present. The Board (with Mr. Musallam recused) recommends that you vote “FOR” the non-binding proposal regarding certain Merger-related executive compensation arrangements, and “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate.

Completion of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement.

The accompanying proxy statement provides you with more detailed information about the Special Meeting, the Merger Agreement and the transactions contemplated thereby, including the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in this proxy statement. You may also obtain additional information about the Company from other documents we have filed with the Securities and Exchange Commission (the “SEC”). In particular, you should read the “Risk Factors” section beginning on page 10 in our annual report on Form 10-K for the fiscal year ended March 31, 2020 and beginning on page 33 in our quarterly report on Form 10-Q for the fiscal quarter ended January 1, 2021, and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in this proxy statement, for risks relating to our business and for a discussion of the risks you should consider in evaluating the proposed transaction and how it may affect you.

If you have any questions or need assistance voting your Shares, please call the Company’s proxy solicitor in connection with the Special Meeting:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll free: (877) 687-1871

Banks and Brokers may call collect: (212) 750-5833

Thank you in advance for your cooperation and continued support.

The accompanying proxy statement is dated [  ], 2021, and is first being mailed to the Company’s stockholders on or about [  ], 2021.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

DISRUPTION DUE TO COVID-19, WE ENCOURAGE YOU TO VOTE BY TELEPHONE OR INTERNET TODAY. Please vote promptly regardless of whether you expect to attend the Special Meeting virtually. Submitting a proxy now will not prevent you from being able to vote in person by virtual ballot at the Special Meeting. The Board (with Mr. Musallam, who is affiliated with Veritas, recused) has approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Golden Parachute Proposal and “FOR” the Adjournment Proposal.

Submitting your proxy over the Internet or by telephone is fast and convenient, and your proxy is immediately confirmed and tabulated. Using the Internet or telephone helps save the Company money by reducing postage and proxy tabulation costs.

Chantilly, Virginia

Dated: [  ], 2021

The following questions and answers are intended to address briefly some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the “Summary Term Sheet” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, all of which you should read carefully. See “Where You Can Find More Information.”

The Company is soliciting proxies for the Special Meeting. You are receiving this proxy statement because you own Shares. This proxy statement contains important information about the proposed transaction and the Special Meeting, and you should read it carefully. The enclosed proxy card allows you to vote your Shares without attending the Special Meeting in person.

The Company is holding the Special Meeting so that our stockholders may vote with respect to the adoption of the Merger Agreement, the non-binding proposal regarding certain Merger-related executive compensation arrangements, and the proposal to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies.

Your vote is extremely important, and we encourage you to submit your proxy as soon as possible. For more information on how to vote your Shares, please see the section of this proxy statement entitled “The Special Meeting.”

If your Shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of the Shares held in “street name.” In that case, this proxy statement has been forwarded to you by or on behalf of your bank, broker or other nominee. As the beneficial owner, you have the right to direct your bank, broker or other nominee as to how to vote your Shares by following the instructions on the enclosed voting instruction form.

entitled to vote at the Special Meeting. As of the date of the filing of this proxy statement, none of Parent, Merger Sub or any of their respective affiliates (as defined under Rule 405 of the Securities Act) own any Shares except that the Sponsor Entities beneficially own 23,273,341 Shares.

As of [  ], 2021, which is the Record Date, there were [  ] Shares outstanding.

You should read “Special Factors — Recommendation of the Board; Fairness of the Merger” for a discussion of the factors that the Board (with Mr. Musallam recused) considered in deciding to recommend the approval of the Merger Agreement. See also “Special Factors — Interests of Executive Officers and Directors of the Company in the Merger.”

TO FACILITATE THE TIMELY RECEIPT OF YOUR PROXY DESPITE ANY POTENTIAL SYSTEMS DISRUPTION DUE TO COVID-19, WE ENCOURAGE YOU TO VOTE BY TELEPHONE OR INTERNET TODAY.

If you are a beneficial owner of the Shares as of the Record Date, please refer to the instructions provided by your bank, broker or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to vote in person by virtual ballot at the Special Meeting, you must have a “legal proxy” from your bank, broker or other nominee.

The control number located on your proxy card is designed to verify your identity and allow you to vote your Shares, and to confirm that your voting instructions have been properly recorded when submitting a proxy over the Internet or by telephone.

Additionally, your failure to vote will (i) have the effect of counting “AGAINST” the Merger Agreement Proposal with respect to the approval threshold requiring the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at the Special Meeting, and (ii) have no effect on the Golden Parachute Proposal or the Adjournment Proposal.

If you instruct your bank, broker or other nominee how to vote on at least one, but not all of the proposals to be considered at the Special Meeting, your Shares will be voted according to your instructions on those proposals for which you have provided instructions and will be counted as present for purposes of determining whether a quorum is present at the Special Meeting. In this scenario, a “broker non-vote” will occur with respect to each proposal for which you did not provide voting instructions to your bank, broker or other nominee.

A failure to provide instructions with respect to any of the proposals and a broker non-vote will have (i) the effect of an “AGAINST” vote on the Merger Agreement Proposal with respect to the approval threshold requiring the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at the Special Meeting, and (ii) no effect on the Golden Parachute Proposal or the Adjournment Proposal.

If you properly sign and date your proxy card but do not mark the boxes indicating how your Shares should be voted on a matter, the Shares represented by your properly signed proxy will be voted “FOR” the Merger Agreement Proposal, “FOR” the Golden Parachute Proposal and “FOR” the Adjournment Proposal.

Only your last submitted proxy will be considered. Please cast your vote “FOR” each of the proposals listed in this proxy statement, following the instructions provided, as promptly as possible.

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll free: (877) 687-1871

Banks and Brokers may call collect: (212) 750-5833

This discussion of the Merger is qualified by reference to the Merger Agreement, which is attached to this proxy statement as Annex A. You should read the entire Merger Agreement carefully because it is the legal document that governs the Merger.

We are asking our stockholders to vote on the adoption of the Merger Agreement. If the Merger is completed, the holders of Shares (other than (i) Shares issued and held by the Company or any of the Company’s subsidiaries and (ii) Shares that are owned by Parent, Merger Sub, or any of their respective wholly owned subsidiaries, in each case immediately prior to the effective time of the Merger) will have the right to receive the Merger Consideration, without interest, less any applicable withholding taxes.

The Board, together with Perspecta’s management and with the assistance of Perspecta’s advisors, has periodically reviewed and assessed Perspecta’s operations, financial performance and competitive position in the context of Perspecta’s long-term strategic goals and plans. The Board regularly reviews potential opportunities to enhance stockholder value and engages in discussions as to whether the continued execution of Perspecta’s strategy as a stand-alone company or the possible sale of Perspecta to, or combination of Perspecta with, a third party offered the best avenue to enhance stockholder value, and the potential benefits and risks of any such transaction.

On June 11, 2020, JANA Partners, LLC (“JANA”) filed a Schedule 13D with the SEC disclosing that it had acquired approximately 5.9% of Perspecta’s outstanding common stock, and that JANA intended, among other possible actions, to engage in active discussions with the Board and Perspecta’s management regarding items highlighted in their Schedule 13D. Previously, on March 18, 2020, representatives of JANA initiated a discussion with John M. Curtis and J. Michael Lawrie, then Chairman of Perspecta, regarding JANA’s investment in Perspecta. Representatives of JANA and Perspecta held a further discussion on March 23, 2020.

On June 13, 2020, the Chief Executive Officer of a private equity firm (referred to as “PE Firm A”) contacted Philip Nolan, Perspecta’s lead independent director, to inquire about a potential transaction between a portfolio company of PE Firm A and Perspecta.

On June 15, 2020, the Board met telephonically to discuss JANA’s investment and views, and Perspecta’s potential responses.

On June 19, 2020, a representative of a private equity firm (referred to as “PE Firm B”) contacted Mr. Curtis to inquire about a potential acquisition of Perspecta by PE Firm B or a portfolio company of PE Firm B.

On June 24, 2020, the Board met telephonically, with all but one of the members of the Board in attendance, to further discuss the views of JANA and to consider the discussions with PE Firm A and PE Firm B. Following the discussion, the independent members of the Board met in executive session. Later that day, Mr. Curtis informed a representative of PE Firm B that the Board was informed of PE Firm B’s indication of interest, and that, should PE Firm B desire to continue discussions following their review of publicly available information, he would continue to keep the Board informed.

On July 13, 2020, the Board met telephonically, with all members of the Board in attendance and members of Perspecta’s senior management and representatives of outside legal counsel also participating. A representative of Perspecta’s outside legal counsel reviewed with the Board its fiduciary duties in considering unsolicited proposals for a possible acquisition or merger, appropriate approaches to identify and manage a potential conflict of interest for a director, as well as specific considerations when a director is affiliated with a large stockholder. The Board also further considered Perspecta’s potential responses to JANA. The independent members of the Board then met in executive session.

On July 16, 2020, Mr. Curtis and other members of Perspecta’s senior management met with senior representatives of JANA. At that meeting, the JANA representatives presented their perspectives on the operations of Perspecta and possible ways to maximize shareholder value, including considering a potential sale or other transformative transaction.

Later on July 16, 2020, the Board held a special meeting, attended by all of the members of the Board, with members of Perspecta’s senior management participating, to discuss the meeting with representatives of JANA that occurred earlier that day. Following the discussion, the independent members of the Board met in executive session.

The July 16, 2020 meeting was the last meeting of the Board or of any committee of the Board attended by Mr. Musallam.

On July 21, 2020, Mr. Musallam, a member of the Board and the Chief Executive Officer of Veritas Capital, contacted Mr. Nolan regarding Perspecta’s willingness to engage in a discussion regarding potentially providing Veritas Capital and its affiliates with a waiver of certain of the standstill obligations (the “Standstill Obligations”) under the Letter Agreement (the “Side Letter Agreement”), dated as of October 11, 2017 by and among Perspecta, Veritas Capital, The SI LLC and KGS LLC, which had been entered into in connection with the Perspecta Transactions pursuant to which shares of common stock of Perspecta were issued to affiliates of Veritas Capital as partial consideration in respect of Perspecta’s acquisition of Vencore Holding Corp. and KGS Holding Corp. Mr. Nolan said he would consult with the Board and respond in due course.

On August 5, 2020, the Board held a regularly scheduled meeting, attended by all of the members of the Board other than Mr. Musallam, with members of Perspecta’s senior management and representatives of Stone Key and Perspecta’s outside legal counsel also participating. During the course of the meeting the Board, with the assistance of advisors, reviewed Perspecta’s strategic plans and potential strategic transactions, including smaller acquisitions as well as a potential sale of the company or business combination. The Board also discussed Mr. Musallam’s inquiry regarding engaging in a discussion regarding a potential waiver of certain of the Standstill Obligations. The Board determined that it was premature to consider such a waiver at that time, as the Board had not determined what, if any, strategic alternatives or transactions it might consider. The independent members of the Board then met in executive session.

Also on August 5, 2020, Mr. Lawrie’s term as a member of the Board expired, at which time Mr. Curtis’s appointment as Chairman of the Board became effective.

On August 13, 2020, a representative of a U.S. government contracting company (referred to as “Company A”) contacted Mr. Curtis to discuss Company A’s interest in pursuing a potential business combination with Perspecta. The representative of Company A informed Mr. Curtis that Company A intended to make an unsolicited proposal to acquire Perspecta.

On August 17, 2020, the Board held a regularly scheduled meeting, attended by all of the members of the Board other than Mr. Musallam, with members of Perspecta’s senior management and representatives of Perspecta’s outside legal counsel also participating. Mr. Curtis informed the Board of the inbound indication of interest from Company A. The Board instructed Mr. Curtis to work with Goldman Sachs and Stone Key to contact certain other U.S. government contracting companies and private equity firms to assess their degree of interest in the opportunity to evaluate a potential strategic transaction with Perspecta given the potential that a U.S. government contracting company would be making an unsolicited proposal.

On August 19, 2020, Mr. Curtis and other members of Perspecta’s senior management met with senior representatives of JANA to discuss Perspecta’s financial results for the most recently ended quarter and JANA’s view that a sale of Perspecta would be the best approach to maximize stockholder value.

On August 24, 2020, Perspecta engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”) in connection with a potential transaction and stockholder activism.

On August 26, 2020, Mr. Curtis held separate telephone calls with the Chief Executive Officers of two other U.S. government contracting companies (referred to as “Company B” and “Company C”, respectively) and explained Perspecta had received an indication of interest from another U.S. government contracting company and was expecting that company to submit a proposal regarding a potential strategic transaction. Mr. Curtis explained that Perspecta was confident in its strategy as a stand-alone company but wanted to give Company B or Company C, as appropriate, the opportunity to evaluate a potential strategic transaction with Perspecta given the potential that another U.S. government contracting company would be making an unsolicited proposal.

On August 28, 2020, Mr. Nolan, based on the Board’s discussion and consultation with outside legal counsel at the August 5, 2020 meeting, contacted Mr. Musallam to discuss Mr. Musallam’s prior request to consider

granting Veritas Capital a waiver of certain of the Standstill Obligations. Mr. Nolan conveyed that the Board had considered Mr. Musallam’s request, and determined it was not in the best interest of Perspecta stockholders to grant a waiver at that time. Additionally, Mr. Nolan stated the Board and management would continue to exclude Mr. Musallam from discussions regarding the valuation of Perspecta and potential strategic transactions.

On August 29, 2020, at the request of Perspecta senior management, a representative of Stone Key contacted the Chief Executive Officer of an additional U.S. government contracting company (referred to as “Company D”) to convey the same information as conveyed to Company B and Company C.

On September 2, 2020, the Chief Executive Officer of Company A contacted Mr. Curtis by telephone and informed Mr. Curtis that the board of directors of Company A supported discussions regarding a potential strategic transaction between Perspecta and Company A and that Company A would be submitting a written proposal for such a transaction on September 8 or 9, 2020.

Prior to September 9, 2020, Company D and Company C each informed Perspecta that their respective companies would not be pursuing a strategic transaction with Perspecta at such time.

On September 9, 2020, the Chief Executive Officer of Company A contacted Mr. Curtis by telephone to express Company A’s interest in Company A’s acquisition of all of the outstanding Shares. The Chief Executive Officer of Company A indicated that Company A was proposing a face valuation range of $23.00 to $25.00 per Share and stated that Company A would offer consideration consisting of a combination of 20% cash and 80% stock. Following the call, the Chief Executive Officer of Company A delivered a letter to Mr. Curtis, confirming the terms of Company A’s non-binding proposal.

On September 10, 2020, Mr. Curtis and the Chief Executive Officer of Company A participated in a telephone call to discuss Company A’s proposal.

Also on September 10, 2020, in the course of a telephone conversation between Mr. Curtis and the Chief Executive Officer of Company B, the Chief Executive Officer of Company B stated that Company B would be submitting a written proposal for a strategic transaction with Perspecta.

On September 14, 2020, the Chief Executive Officer of Company B sent Mr. Curtis a letter expressing Company B’s interest in Company B’s acquisition of all of the outstanding Shares for all-stock consideration. The Company B proposal did not include an exchange ratio or implied valuation, but stated that the structure would be reflective of a premium of 20%-25%.

On September 16, 2020, the Board held a special telephonic meeting, attended by all of the members of the Board other than Mr. Musallam and one other member, with members of Perspecta’s senior management and representatives of Goldman Sachs and Stone Key also participating. Mr. Curtis reviewed, and the Board discussed, the indications of interest from Company A and Company B. Following their discussions, the Board determined that execution of Perspecta’s strategic plan as a standalone company was likely to provide greater value to stockholders than the proposed business combination upon the terms set forth in Company A’s proposal letter. The Board also discussed that a transaction with Company A or Company B that offered a small amount of cash relative to the stock consideration could be less favorable to Perspecta’s stockholders than an all-stock transaction, and that given leverage and financial constraints it was highly unlikely Company A or Company B could execute an all cash or mostly cash transaction. The Board then instructed senior management to engage in non-exclusive discussions with both Company A and Company B in order to further investigate and clarify their respective proposals. The independent members of the Board then met in executive session.

On September 17, 2020, Mr. Nolan spoke with Mr. Musallam regarding Mr. Musallam’s prior request for Perspecta to consider granting Veritas Capital a waiver of certain of the Standstill Obligations. Mr. Nolan and Mr. Musallam agreed that their respective outside legal counsels would have a discussion in the coming days.

On September 18, 2020, a representative of Paul, Weiss, held discussions with a representative of Schulte Roth & Zabel LLP (“Schulte”), Veritas Capital’s outside legal counsel. In the course of that conversation, the representative of Paul, Weiss stated that Perspecta would not waive Veritas Capital’s Standstill Obligations at such time, but indicated that the Board would be willing to review any terms provided by Veritas Capital under which Veritas Capital would consider the possibility of acquiring Perspecta.

On September 18, 2020, Mr. Curtis spoke with the Chief Executive Officer of Company A and communicated that the Board determined Company A’s September 9 proposal undervalued Perspecta and conveyed that the Board preferred an all-stock transaction to the predominately stock consideration offered in Company A’s September 9 proposal.

Also on September 18, 2020, Mr. Curtis spoke with the Chief Executive Officer of Company B and confirmed that the Board reviewed Company B’s September 14 proposal but required clarification on key deal terms, including the proposed exchange ratio, in order to properly consider the proposal.

On September 22, 2020, a representative of Stone Key spoke with a representative of Company B’s financial advisor to further discuss Company B’s September 14 proposal.

On September 23, 2020, Mr. Curtis spoke with the Chief Executive Officer of Company A. The Chief Executive Officer of Company A stated that Company A would be submitting a revised proposal with 100% stock consideration.

On September 25, 2020, Company A submitted a letter confirming the terms of Company A’s updated proposal to Perspecta. Company A’s letter again proposed a face valuation range of $23.00 to $25.00 per Share and stated that Company A would offer 100% stock consideration.

Also on September 25, 2020, Mr. Nolan received a letter from Mr. Musallam containing a summary of terms under which Veritas Capital would consider the possibility of acquiring Perspecta. Veritas Capital’s letter included a valuation range of $28.00 to $30.00 per Share, payable in cash. The letter stated that Veritas Capital was not making a request that Perspecta waive any provisions of the Side Letter Agreement at that time, and Perspecta did not waive any provision of the Side Letter Agreement at that time.

On September 28, 2020, a representative of Stone Key discussed the September 25 letter with a representative of Veritas Capital.

On September 29, 2020, the Chief Executive Officer of Company A contacted Mr. Curtis by telephone to discuss Company A’s September 25 proposal.

On September 30, 2020, the Chief Executive Officer of Company A sent Mr. Curtis a letter confirming the terms of the updated proposal submitted to Perspecta on September 25, but updating the premium and pro forma ownership information to reflect more recent trading prices.

On October 1, 2020, Mr. Curtis spoke with the Chief Executive Officer of Company B and Mr. Curtis again asked that Company B provide additional detail regarding key deal terms so that the Board could properly evaluate Company B’s September 14 proposal.

On October 3, 2020, the Chief Executive Officer of Company B informed Mr. Curtis by telephone that Company B would be interested in acquiring all of the outstanding Shares in an all-stock transaction at a fixed exchange ratio that would result in Perspecta stockholders owning 21% to 23% of the combined company, with a face valuation range of $21.72 to $24.41 per Share based on the closing price of Company B common stock on September 25, 2020.

On October 6, 2020, the Board held a regularly scheduled meeting, attended by all of the members of the Board other than Mr. Musallam, with members of Perspecta’s senior management and representatives of Goldman Sachs, Stone Key and Paul, Weiss participating. During the course of the meeting, Mr. Curtis led a discussion of Perspecta’s financial model and the financial aspects of Perspecta’s strategic plan. Representatives of Goldman Sachs and Stone Key provided the Board with a summary of the offers received from Company A and Company B and the terms under which Veritas Capital would consider the possibility of acquiring Perspecta and an update on the status of discussions with Company A, Company B and Veritas Capital. The Board engaged in an extensive discussion regarding Perspecta’s review of its strategic alternatives. The Board determined that Perspecta should engage in mutual due diligence investigations with Company A and Company B, and that Veritas Capital should be permitted to engage in due diligence of Perspecta to facilitate its consideration of the possibility of acquiring Perspecta. The Board also instructed Goldman Sachs and Stone Key to continue contacting additional potential strategic and private equity counterparties to determine their interest in a potential acquisition of Perspecta. The independent members of the Board then met in executive session. Following the Board meeting, Mr. Curtis contacted the Chief Executive Officer of each of Company A and Company B to inform each that the Board approved initiating mutual due diligence investigations.

On October 9, 2020, a representative of Stone Key contacted a representative of a private equity firm (referred to as “PE Firm C”) to discuss whether PE Firm C would be interested in a potential acquisition of Perspecta.

On October 12, 2020, a representative of Stone Key contacted a representative of a private equity firm (referred to as “PE Firm D”) to discuss whether PE Firm D would be interested in a potential acquisition of Perspecta.

On October 20, 2020, a representative of Stone Key contacted representatives of another U.S. government contracting company, but such company indicated it was not interested in pursuing a strategic transaction with Perspecta at such time.

On October 29, 2020, a representative of PE Firm C informed Stone Key that PE Firm C was not interested in pursuing an acquisition of Perspecta at such time.

Between October 27 and November 2, 2020, Perspecta executed a nondisclosure agreement with each of Company B, Company A, PE Firm D and Veritas Capital, in each case, to facilitate further discussion. Each nondisclosure agreement included a customary standstill provision that terminated upon Perspecta’s entry into the Merger Agreement.

On November 2, 2020, the Board held a special meeting, attended by all of the members of the Board other than Mr. Musallam, with members of Perspecta’s senior management participating. The Board discussed Perspecta’s financial results for the most recently ended quarter, as well as recent amendments to JANA’s Schedule 13D disclosing an increased ownership of Shares. Mr. Curtis then provided the Board with an update on the status of discussions with Company A, Company B and Veritas Capital. The independent members of the Board then met in executive session.

Between November 3 and 24, 2020, representatives of each of Veritas Capital, Company A, PE Firm D and another private equity firm (referred to as “PE Firm E”) attended presentations by Perspecta’s senior management. And on November 17, 2020, senior management of Company A made a presentation to representatives and senior management of Perspecta.

Between November 9 and 10, 2020, Mr. Curtis and the Chief Executive Officer of Company A held discussions regarding the mutual due diligence process and the scheduling of management presentations.

On November 11, 2020, Mr. Curtis and other members of Perspecta’s senior management met with senior representatives of JANA to discuss Perspecta’s financial results for the most recently ended quarter.

On November 12, 2020, a representative of PE Firm E contacted a representative of Stone Key to express interest in exploring a potential acquisition of Perspecta.

On November 14, 2020, a representative of PE Firm D contacted a representative of Stone Key and stated that PE Firm D would not further pursue a potential acquisition of Perspecta at such time.

On November 24, 2020, PE Firm E and Perspecta executed a nondisclosure agreement to facilitate further discussion. The nondisclosure agreement included a customary standstill provision that terminated upon Perspecta’s entry into the Merger Agreement.

During late November and December 2020, members of senior management of Perspecta and members of senior management of Company A maintained regular contact to discuss matters pertaining to a potential strategic transaction between the companies.

During the months of November and December 2020, each of Veritas Capital, Company A, PE Firm D and PE Firm E was provided with access to an electronic data room that contained non-public information regarding Perspecta. Additionally, Perspecta was provided with access to an electronic data room that contained non-public information regarding Company A. During the months of November 2020, December 2020 and January 2021, each of Veritas Capital, Company A and PE Firm E conducted due diligence investigations of Perspecta and Perspecta conducted a due diligence investigation of Company A, each of which included the review of numerous documents and participation in numerous calls and meetings with the party’s senior management and with representatives of the party’s legal counsel and financial advisors.

On December 4, 2020, the Chief Executive Officer of another U.S. government contracting company (referred to as “Company E”) contacted Mr. Curtis to discuss a potential strategic transaction but, later in December in a subsequent discussion, Company E informed Perspecta that it would not pursue a strategic transaction with Perspecta.

On December 9, 2020, the Board held a regularly scheduled meeting, attended by all of the members of the Board other than Mr. Musallam, with members of Perspecta’s senior management and representatives of Goldman Sachs, Stone Key and Paul, Weiss participating. During the course of the meeting, Mr. Curtis led a discussion of Perspecta’s financial model and the financial aspects of Perspecta’s strategic plan, informing the Board that there were no significant changes to Perspecta’s strategic plan discussed at the Board’s October 6, 2020 meeting. Representatives of Goldman Sachs and Stone Key provided the Board with an update on the status of discussions with Company A, Company B, PE Firm E and Veritas Capital. The independent members of the Board then met in executive session.

On December 17, 2020, Mr. Curtis and other members of Perspecta’s senior management met with senior representatives of JANA to discuss recent operational developments in Perspecta’s business.

On December 23, 2020, a representative of Company B’s financial advisor contacted a representative of Stone Key and stated that Company B would not further pursue a potential acquisition of Perspecta at such time.

Also on December 23, 2020, Perspecta distributed to each of Veritas Capital, Company A and PE Firm E a bid process letter containing bid instructions and procedures and requested each provide a definitive proposal by January 13, 2020.

On December 27, 2020, Schulte, on behalf of Veritas Capital, contacted Paul, Weiss to request that Perspecta grant Veritas Capital a limited waiver from certain of the Standstill Obligations to permit Veritas Capital to make confidential offers or proposals to the Board with respect to an acquisition. Between December 27, 2020 and January 6, 2021, members of senior management of Perspecta and representatives of Paul, Weiss discussed with Mr. Musallam and representatives of Veritas Capital, including Schulte, the terms of the requested limited waiver.

On December 28, 2020, a draft merger agreement was distributed to representatives of Company A, PE Firm E and Veritas Capital.

On January 4, 2021, the Board held a special meeting, attended by all of the members of the Board other than Mr. Musallam, with members of Perspecta’s senior management and representatives of Goldman Sachs, Stone Key and Paul, Weiss participating. The Board discussed Veritas Capital’s request for a limited waiver of certain of the Standstill Obligations and determined that it was in the best interest of Perspecta’s stockholders to grant the request at that time. The Board instructed members of senior management and representatives of Perspecta to finalize the terms of the limited waiver with Veritas Capital. The independent members of the Board then met in executive session.

On January 5, 2021, Mr. Curtis and the Chief Executive Officer of Company A spoke by telephone to discuss the status of the due diligence process and the possibility of the Chief Executive Officer of Company A making a presentation to members of the Board regarding Company A management’s strategic plan for the combined company.

On January 6, 2021, Perspecta granted Veritas Capital a limited waiver from certain of the Standstill Obligations to permit Veritas Capital to make confidential offers or proposals to the Board with respect to an acquisition. On January 6, 2021, affiliates of Veritas Capital filed an amendment to its Schedule 13D, disclosing the granting of the limited waiver and its intention to submit a bid for an acquisition of Perspecta.

On January 8, 2021, Perspecta distributed to each of Veritas Capital, Company A and PE Firm E a revised bid process letter containing bid instructions and procedures and requested each provide a definitive proposal by January 20, 2020.

Also on January 8, 2021, representatives of Goldman Sachs and Stone Key spoke by telephone with representatives of PE Firm E. In the course of that conversation, the representatives of PE Firm E indicated that if Perspecta did not receive an offer to acquire Perspecta that was acceptable to the Board, PE Firm E would be interested in exploring other strategic transactions with Perspecta, other than an acquisition of Perspecta.

On January 9, 2021, Mr. Curtis and the Chief Executive Officer of Company A spoke by telephone to discuss the status of discussions between Perspecta and Company A and Company A’s intention to submit a definitive proposal.

On January 14, 2021, the Board held a special meeting, attended by all of the members of the Board other than Mr. Musallam, with members of Perspecta’s senior management and representatives of Goldman Sachs, Stone Key and Paul, Weiss participating. During the meeting, Mr. Curtis led a discussion of Perspecta’s financial model and the financial aspects of Perspecta’s strategic plan, as well as the competitive landscape for Perspecta’s business, macro trends and challenges, Perspecta’s financial performance, growth initiatives, potential M&A activity and alternatives for the creation of stockholder value. Representatives of Goldman Sachs and Stone Key then provided the Board with an update on the status of discussions with Veritas Capital and Company A. The independent members of the Board then met in executive session.

Also on January 15, 2021, Paul, Weiss received revised drafts of the merger agreement from each of Schulte, outside legal counsel to Veritas Capital, and outside legal counsel to Company A. Over the course of the next eleven (11) days, representatives of Paul, Weiss and representatives of legal counsel to Company A and members of management of each of Perspecta and Company A and their respective financial advisors continued to negotiate the terms of the merger agreement. And over the course of the next twelve (12) days, representatives of Paul, Weiss and representatives of Schulte and representatives of Perspecta’s financial advisors and representatives of Veritas Capital continued to negotiate the terms of the merger agreement and other transaction documents.

On January 19, 2021, following conversations between Mr. Curtis and the Chief Executive Officer of Company A, the Chief Executive Officer of Company A made a presentation to members of the Board regarding Company A management’s strategic plan for the combined company.

On January 19, 2021, Perspecta received an updated offer letter from Company A. The letter proposed an increased amount of stock consideration at a fixed exchange ratio, with a face valuation of $25.95 per Share based on the closing price of Company A common stock on January 19, 2021.

On January 20, 2021, Perspecta received a letter from Veritas Capital making a non-binding proposal to acquire Perspecta at a price of $29.00 per Share, payable in cash.

On January 22, 2021, Mr. Curtis and the Chief Executive Officer of Company A spoke by telephone to discuss the status of negotiations between Perspecta and Company A.

Also on January 22, 2021, representatives of Goldman Sachs and representatives of Stone Key contacted Veritas Capital and the financial advisor to Company A, and requested that each submit further revised offers by January 24, 2021 for the Board’s consideration.

Later on January 22, 2021, the Board held a special meeting, attended by all of the members of the Board other than Mr. Musallam, with members of Perspecta’s senior management and representatives of each of Paul, Weiss, Goldman Sachs and Stone Key participating, to discuss and consider the proposals made by Company A and Veritas Capital. During this meeting, representatives of Stone Key and representatives of Goldman Sachs reviewed financial aspects of the offers from Company A and Veritas Capital, and Paul, Weiss reviewed with the Board its fiduciary duties in considering a potential transaction. Representatives of Paul, Weiss compared the terms of the revised merger agreement drafts submitted by the respective bidders and reviewed in detail the provisions of the proposed merger agreements and other transaction documents relating to both Company A and Veritas Capital. Members of senior management of Perspecta reviewed the results of their due diligence findings with respect to Company A. The Board, with the assistance of the advisors, compared the risks associated with the proposals from Company A and Veritas Capital, including the risk that a potential buyer’s financing becomes unavailable and the remedies available to Perspecta in that circumstance, as well as the market risk relating to Company A’s consideration payable in stock. After discussion, the Board determined that, because the prices offered by Company A and Veritas Capital were so close in value, the advisors should continue to seek to obtain enhanced offers. The independent members of the Board then met in executive session.

On January 24, 2021, Perspecta received a revised offer letter from Company A. The offer letter proposed an increased amount of stock consideration at a fixed exchange ratio, with a face valuation of $28.08 per Share based on the closing price of Company A common stock on January 22, 2021.

On January 25, 2021, Company A submitted a further revised offer letter to Perspecta, increasing the amount of stock consideration at a fixed exchange ratio, with a face valuation of $28.50 per Share based on the closing price of Company A common stock on January 25, 2021.

On January 25, 2021, Veritas Capital submitted a letter containing an updated proposal to Perspecta. The offer letter proposed the acquisition of Perspecta at a price of $29.25 per Share, payable in cash.

Later on January 25, 2021, the Board held a special meeting, attended by all of the members of the Board other than Mr. Musallam, with members of Perspecta’s senior management and representatives of Goldman Sachs, Stone Key and Paul, Weiss participating, to discuss and consider the revised proposals made by Company A and Veritas Capital. The Board engaged in an extensive discussion regarding Perspecta’s review of its strategic alternatives. During this meeting, representatives of Goldman Sachs and representatives of Stone Key reviewed financial aspects of the offers from Company A and Veritas Capital. Representatives of Paul, Weiss compared the terms of the revised merger agreement drafts submitted by the respective bidders and reviewed in detail the provisions of the proposed merger agreements and other transaction documents relating to both Company A and Veritas Capital. Members of senior management of Perspecta reviewed the results of their due diligence findings with respect to Company A. The Board considered the respective forms of consideration offered by the potential buyers, the perceived deal certainty and market risk associated with the proposals and the potential remedies available to Perspecta if the potential buyers were unable to complete a transaction. The Board, with the assistance of the advisors, then considered whether it would be beneficial to seek further price improvements from the potential buyers and discussed the potential benefits and risks of doing so, including the risk of losing the current offer from Company A. The Board instructed senior management and the advisors to seek a price increase from Veritas Capital and to continue to negotiate with each of Company A and Veritas Capital regarding certain key terms and to report back to the Board. The independent members of the Board then met in executive session.

On January 26, 2021, representatives of Goldman Sachs and Stone Key communicated with Veritas Capital to indicate that Veritas Capital would need to increase the value of its offer in order to proceed with further discussions regarding an acquisition of Perspecta. Mr. Musallam informed representatives of Goldman Sachs and Stone Key that Veritas Capital was willing to increase its offer price to $29.35 per Share, payable in cash. Mr. Musallam indicated in the course of this conversation that this represented Veritas Capital’s best and final offer.

Also on January 26, 2021, representatives of Paul, Weiss continued to negotiate with representatives of legal counsel to Company A and representatives of Schulte regarding the key terms of the transaction documents with Company A and Veritas Capital, respectively.

On January 26, 2021, the Board held a special meeting, attended by all of the members of the Board other than Mr. Musallam. Members of Perspecta’s senior management and representatives of Goldman Sachs, Stone Key and Paul, Weiss also participated. Paul, Weiss updated the Board on changes to the proposed merger agreements with each of Company A and affiliates of Veritas Capital and other transaction documents related to affiliates of Veritas Capital. Representatives of each of Goldman Sachs and Stone Key then reviewed and discussed its respective financial analyses of the proposed transaction with each of Company A and affiliates of Veritas Capital. Thereafter, at the request of the Board, Goldman Sachs rendered its oral opinion to the Board (which was subsequently confirmed in writing by delivery of Goldman Sachs’s written opinion addressed to the Board, dated as of January 27, 2021), as to, as of such date, the fairness, from a financial point of view, to the holders of shares of Perspecta common stock other than excluded holders, of the proposed consideration to be received by such holders in the merger with affiliates of Veritas Capital pursuant to the merger agreement. Stone Key also rendered its oral opinion to the Board (which was subsequently confirmed in writing by delivery of Stone Key’s written opinion addressed to the Board, dated as of January 26, 2021), as to, as of such date, the fairness, from a financial point of view, to the holders of shares of Perspecta common stock other than excluded holders, of the proposed consideration to be received by such holders in the merger with affiliates of Veritas Capital pursuant to the merger agreement.

After discussing potential reasons for and against the proposed merger described below and in the section entitled “— Purpose and Reasons of the Company for the Merger”, the Board approved and declared advisable the merger agreement with affiliates of Veritas Capital, the merger and all of the other transactions contemplated by

the merger agreement; declared that it is in the best interests of Perspecta and its stockholders that Perspecta enter into the merger agreement and consummate the merger and all of the other transactions contemplated by the merger agreement; and recommended that the stockholders of Perspecta vote in favor of the approval of the merger and the merger agreement.

Representatives of Paul, Weiss then reviewed with the Board the terms of, and considerations with respect to, a forum selection bylaw, including the scope of forum selection bylaws, the enforceability of forum selection bylaws and the potential benefits of adopting a forum selection bylaw. The Board then approved an amendment of Perspecta’s bylaws to provide that, unless Perspecta consents in writing to the selection of an alternative forum, the sole and exclusive forum for certain legal actions involving Perspecta will be the Eighth Judicial District Court in and for the County of Clark, State of Nevada (or, if the Eighth Judicial District Court in and for the County of Clark, State of Nevada lacks jurisdiction over such action or proceeding, then another court of the State of Nevada or, if no court of the State of Nevada has jurisdiction, then the United States District Court for the District of Nevada in Clark County, such that the action will be assigned to the unofficial Southern Division of that Court) and that, unless Perspecta consents in writing to the selection of alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

Also on January 26, 2021, a representative of Stone Key reported to Mr. Musallam that, at a special meeting held on that date, the Board met to consider the proposed transaction and approved the merger agreement with affiliates of Veritas Capital and the transactions contemplated thereby.

Also on January 26, 2021 and following the special meeting of the Board, Perspecta discontinued negotiations with Company A.

On the evening of January 26 and the morning of January 27, 2021, representatives of Paul, Weiss and representatives of Schulte and members of senior management of Perspecta and representatives of Veritas Capital finalized the merger agreement and other transaction documents, and thereafter the merger agreement was executed and delivered by the parties.

Prior to the opening of markets in the United States on January 27, 2021, Perspecta issued a press release announcing the signing of the merger agreement with an affiliate of Veritas Capital.

At its meeting on January 26, 2021, the members of the Board, other than Mr. Musallam (the “Disinterested Directors”) (including a majority of the Company’s directors who are not employees of the Company), unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, the Company stockholders, (ii) approved the Merger Agreement and the other transactions contemplated by the Merger Agreement and (iii) directed that the Merger Agreement be submitted to the holders of Shares for their approval and resolved to recommend that the holders of the Shares approve the Merger Agreement and the other transactions contemplated by the Merger Agreement. The Disinterested Directors believe that the Merger is fair to the Company's “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act.

In evaluating the Merger, the Disinterested Directors consulted with the Company’s management team, as well as the Company’s legal and financial advisors, and considered the following potentially positive factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

The Disinterested Directors believe that sufficient procedural safeguards were and are present to ensure the fairness of the Merger and to permit the Disinterested Directors to represent effectively the interests of the unaffiliated stockholders, and in light of such procedural safeguards the Disinterested Directors did not consider it necessary to retain an unaffiliated representative to act solely on behalf of our unaffiliated stockholders for purposes of negotiating the terms of the Merger Agreement or preparing a report concerning the fairness of the Merger Agreement and the Merger. These procedural safeguards include the following:

The Disinterested Directors also considered the following uncertainties, risks and potentially negative factors in their deliberations concerning the Merger, which are not intended to be exhaustive and are not presented in any relative order of importance:

The Disinterested Directors concluded that the uncertainties, risks and potentially negative factors relevant to the Merger were outweighed by the potential benefits. The Disinterested Directors also concluded that approval by a majority of the unaffiliated stockholders is not necessary for approval of the Merger, as such approval is not required by Nevada law and various safeguards and protective steps have been adopted to ensure the procedural fairness of the transactions contemplated by the Merger Agreement, including the Merger, including the procedural safeguards discussed above.

In the course of reaching its decision to approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, the Disinterested Directors did not consider the liquidation value of the Company because (i) it considered the Company to be a viable, going concern, (ii) it believes that liquidation sales generally result in proceeds substantially less than sales of going concerns, (iii) it considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of the Company and (iv) the Company will continue to operate its business following the Merger. For the foregoing reasons, the Disinterested Directors did not consider liquidation value to be a relevant methodology. Further, the Disinterested Directors did not consider net book value, which is an accounting concept, as a factor because it believed that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs and because net book value does not take into account the prospects of the Company, market conditions, trends in the industry in which the Company operates or the business risks inherent in that industry. The Disinterested Directors did not seek to determine a pre-Merger going concern value for the Common Stock to determine the fairness of the Merger Consideration to the Company’s stockholders. The Disinterested Directors believe that the trading price of the Common Stock at any given time represents the best available indicator of the Company’s going concern value at that time so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction. In addition, other than as described under “Special Factors — Background of the Merger”, the Disinterested Directors were not aware of any firm offer for a merger, sale of all or a substantial part of the Company’s assets, or a purchase of a controlling amount of the Company securities having been received by the Company from anyone other than a filing person in the two years preceding the signing of the Merger Agreement.

The Disinterested Directors adopted the opinions and analyses provided by Stone Key and Goldman Sachs. Although the reference to the Company’s stockholders in both the opinions of Stone Key and Goldman Sachs did not exclude the Company’s directors and officers (other than those affiliated with Veritas Capital) notwithstanding that such persons are deemed affiliates of the Company, such reference did not affect the Disinterested Directors’ determination in respect of the Merger Agreement and the transactions contemplated thereby, including the Merger, because such directors and officers will receive the same Merger Consideration as unaffiliated stockholders.

The foregoing discussion is not exhaustive, but is intended to summarize the material information and factors considered by the Disinterested Directors in their consideration of the transactions contemplated by the Merger Agreement, including the Merger. The Disinterested Directors reached the unanimous decision to approve the entry into the Merger Agreement and recommend its adoption by the Company’s stockholders in light of the factors described above and other factors that each member of the Disinterested Directors believed were appropriate. In view of the variety of factors and the quality and amount of information considered, the Disinterested Directors did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations. In addition, each individual Disinterested Director may have given different weight to different factors. The Disinterested Directors conducted an overall review of the factors described above, including through discussions with the Company’s management and legal and financial advisors, and considered the factors overall to be favorable to, and to support, its determinations. It should be noted that this explanation of the reasoning of the Disinterested Directors and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Statement Concerning Forward-Looking Information.”

Under the SEC rules governing “going private” transactions, the Sponsor Entities may be deemed to be affiliates of the Company and engaged in a “going private” transaction and, therefore, may be required to express its beliefs as to the fairness of the Merger to the Company’s unaffiliated stockholders. The Sponsor Entities are making the statements included in this section solely for purposes of complying with the requirements of Rule 13E-3 and related rules and regulations under the Exchange Act. However, the view of the Sponsor Entities as to the fairness of the Merger should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the proposal to adopt the Merger Agreement. The Sponsor Entities have interests in the Merger that are different from, and in addition to, those of the other stockholders of the Company.

The unaffiliated stockholders of the Company were represented by the Board and by the Disinterested Directors, which negotiated the terms and conditions of the Merger Agreement on their behalf, with the assistance of the Board’s independent financial and legal advisors. Neither the Sponsor Entities nor their advisors participated in the negotiation of the terms and conditions of the Merger Agreement on behalf of the Company. While the Sponsor Entities have designated one director to the Board, as discussed under “Special Factors—Background of the Merger” from August 5, 2020 (the date of the first Disinterested Directors meeting following Mr. Musallam’s request to release Veritas from certain standstill restrictions), the Sponsor Entities’ designee on the Board was excluded from all Board deliberations relating to the approval of the Merger Agreement and deferred on all decisions relating to the Merger and the Company’s strategic alternatives to the Disinterested Directors. For these reasons, the Sponsor Entities do not believe that their interests in the Merger influenced the decision of the Disinterested Directors or the Board with respect to the Merger Agreement or the Merger.

The Sponsor Entities did not receive advice from the Board’s legal or financial advisors as to the fairness of the Merger. The Sponsor Entities have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Merger to the Company’s unaffiliated stockholders. Based on, among other things, the factors considered by, and the analysis and resulting conclusions of, the Board and the Disinterested Directors discussed in “Special Factors—Recommendation of the Board; Fairness of the Merger” (which analysis and resulting conclusions the Sponsor Entities adopt), the Sponsor Entities believe that the Merger is substantively fair to the Company’s unaffiliated stockholders. In particular, the Sponsor Entities considered the following:

The Sponsor Entities further believe that the Merger is procedurally fair to the Company’s unaffiliated stockholders based upon, among other things, the following factors:

The Sponsor Entities note that the Merger does not require approval by holders of at least a majority of the Shares held by the Company’s unaffiliated stockholders. However, the Sponsor Entities note that approval of the Merger Agreement will still require the approval of approximately 36% of stockholders other than affiliates of the Sponsor Entities. The Sponsor Entities concluded that approval by a majority of the unaffiliated stockholders is not necessary for approval of the Merger, as such approval is not required by Nevada law and various safeguards and protective steps have been adopted to ensure the procedural fairness of the transactions contemplated by the Merger Agreement, including the Merger, including the procedural safeguards discussed above.

The Sponsor Entities also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the proposed Merger, including:

The Sponsor Entities did not consider the liquidation value of the Company because they considered the Company to be a viable, going concern. The Sponsor Entities did not seek to determine a pre-merger going

concern value for the Shares to determine the fairness of the Merger Consideration to the Company’s unaffiliated stockholders because, following the Merger, the Company will have a significantly different capital structure. The Sponsor Entities note that the Merger Consideration of $29.35 in cash per share is higher than the net book value of the Company per share of $8.74 as of January 1, 2021. However, to the extent the pre-merger going concern value was reflected in the pre-announcement per share price of the Company’s common stock, the per share Merger Consideration of $29.35 represented a premium to the going concern value of the Company. The Company's assets primarily consist of goodwill and other intangible assets, which cannot be readily valued but would have significantly less value than the Company as a going concern. As a result, Sponsor Entities did not consider the liquidation value or net book value of the Company as any such analysis would significantly understate the value of the Company. The Sponsor Entities were not aware of any firm offer for a merger, sale of all or a substantial part of the Company’s assets, or a purchase of a controlling amount of the Company securities having been received by the Company from anyone other than a filing person in the two years preceding the signing of the Merger Agreement and, consequently, did not consider any such offers. In the judgment of the Sponsor Entities, the prices paid in the past for shares of the Company's common stock are not indicative of the Company’s present market value because such prices were made at then-current trading prices and, accordingly, the historical trading prices of the common stock are more significant.

The foregoing discussion of the information and factors considered and given weight by the Sponsor Entities in connection with the fairness of the Merger is not intended to be exhaustive but is believed to include all material factors considered by it. The Sponsor Entities believe that the trading price of the Company's common stock at any given time represents the best available indicator of the Company’s going-concern value at that time, so long as the trading price is not impacted by speculation regarding the likelihood of a potential transaction. The Sponsor Entities did not find it otherwise practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, the Sponsor Entities reached their position as to the fairness of the Merger after considering all of the foregoing as a whole. The Sponsor Entities believe these factors provide a reasonable basis upon which to form their position regarding the fairness of the Merger to the Company’s unaffiliated stockholders. This position should not, however, be construed as a recommendation to any Company stockholder to approve the Merger Agreement. The Sponsor Entities make no recommendation as to how stockholders of the Company should vote their shares of Common Stock relating to the Merger.

Goldman Sachs rendered its opinion to the Board that, as of January 27, 2021 and based upon and subject to the factors and assumptions set forth therein, the $29.35 in cash per share of the Company’s common stock to be paid to the holders (other than Parent, Veritas Capital, and their respective affiliates) of shares of the Company’s common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated January 27, 2021, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board in connection with its consideration of the Merger. The Goldman Sachs opinion is not a recommendation as to how any holder of shares of the Company’s common stock should vote with respect to the Merger or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition and future prospects of the Company; reviewed the reported price and trading activity for the Company common stock; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the government IT services industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering this opinion, Goldman Sachs, with the Company’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Company’s consent that the Forecasts and the Tax Attributes were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs has also assumed that the Merger will be consummated on the terms set forth in the agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the Merger or the relative merits of the Merger as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view, as of the date of the opinion, of the $29.35 in cash per share of the Company’s common stock to be paid to the holders (other than Parent, Veritas Capital, and their respective affiliates) of shares of the Company’s common stock pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the agreement or entered into or amended in connection with the Merger, including, the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons in connection with the Merger, whether relative to the $29.35 in cash per share of the Company’s common stock to be paid to the holders (other than Parent, Veritas Capital, and their respective affiliates) of shares of the Company’s common stock pursuant to the Merger Agreement or otherwise. Goldman Sachs does not express any opinion as to the prices at which the shares of the Company’s common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Company, Parent or the Merger, or as to the impact of the Merger on the solvency or viability of the Company or Parent, or the ability of the Company or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs. In addition, Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions, as in effect on, and the information made available to it as of, the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before January 25, 2021, the last trading day before the announcement of the Merger, and is not necessarily indicative of current market conditions.

Goldman Sachs calculated and compared the implied premia and implied multiples described below based on the $29.35 in cash per share to be paid to the holders of Shares pursuant to the Merger Agreement.

Goldman Sachs calculated the implied premia represented by the per share merger consideration of $29.35 relative to:

The results of these calculations and comparisons are as follows:

In addition, Goldman Sachs calculated an implied equity value of the Company for purposes of calculating the following multiples by multiplying the per share merger consideration of $29.35 by the total number of fully diluted Shares outstanding as of January 25, 2021, calculated using information provided by the Company’s management and the treasury stock method. Goldman Sachs then calculated an implied enterprise value of the Company by adding to the implied equity value it calculated as described above, the Company’s net debt (defined for this purpose as the Company’s debt less cash) as of January 1, 2021, as provided by management of the Company.

Using the foregoing, Goldman Sachs calculated the implied enterprise value for the Company as a multiple of the estimated earnings before interest, taxes, depreciation and amortization (which we refer to as “Adjusted EBITDA”) of the Company for fiscal years 2021 and 2022, as reflected in the Forecasts.

The results of these calculations are as follows:

Using the Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on the Company to derive a range of illustrative present values per Share.

Using discount rates ranging from 6.25% to 7.25%, reflecting estimates of the Company’s weighted average cost of capital, and a mid-year convention, Goldman Sachs derived a range of illustrative enterprise values for the Company, by discounting to present value as of January 1, 2021, (a) the estimates of the unlevered free cash flow to be generated by the Company for the period from January 1, 2021 to March 31, 2026, as reflected in the Forecasts, and (b) a range of illustrative terminal values for the Company as of April 1, 2026, calculated by applying a range of terminal year multiples of 8.5x to 10.5x to the Company’s estimated terminal year Adjusted EBITDA as reflected in the Forecasts. Goldman Sachs derived such discount rates by application of the capital asset pricing model, which requires certain company-specific inputs, including the company’s target capital structure weightings, the cost of long-term debt, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of terminal year multiples of enterprise value to EBITDA was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Forecasts and historical multiples for the Company.

Goldman Sachs derived ranges of illustrative enterprise values for the Company by adding the ranges of present values it derived as described above and adding the estimated net present value of the Company’s future tax benefits, as calculated by Goldman Sachs using the Tax Attributes and a discount rate of 4.50%, reflecting an estimate of the Company's cost of debt. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived the Company’s net debt as of January 1, 2021, as provided by management of the Company, to derive a range of illustrative equity values for the Company. Goldman Sachs then divided the range of illustrative equity values by the implied total number of fully diluted Shares outstanding as of January 25, 2021, based on the derived range of illustrative equity values, and calculated using information provided by management and the treasury stock method, to derive a range of illustrative present values per Share of $20.04 to $26.89.

Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of the Company’s common stock. For this analysis, Goldman Sachs used the Forecasts for each of the fiscal years 2022 to 2025. Goldman Sachs first calculated the implied EV of the Company as of March 31 for each of the fiscal years 2021 to 2024, by multiplying the one-year forward Adjusted EBITDA as of such date by an illustrative range of multiples of 8.0x to 10x. These illustrative multiples were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical trading data and NTM EV/ EBITDA multiples for the Company. To derive illustrative implied equity values per Company common stock, Goldman Sachs then subtracted the amount of the Company’s projected net debt as of March 31, 2021, 2022, 2023, and 2024, respectively, as provided by management of the Company, from the range of implied EVs. Goldman Sachs then divided these implied equity values by the number of fully diluted Shares outstanding, as provided by management of the Company, to determine implied equity values per share of the Company’s common stock as of March 31, 2021, 2022, 2023, and 2024. Goldman Sachs then discounted these implied equity values per share to January 1, 2021 using a discount rate of 8%, reflecting an estimate of the Company’s cost of equity. Goldman Sachs derived such discount rate by application of the capital asset pricing model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. Goldman Sachs then added to such implied present values the aggregate dividends per share of Company common stock estimated to be paid by the Company for the fourth quarter of 2021 and each of the fiscal years 2022 to 2024 in the Forecasts, and as discounted to January 1, 2021 using a discount rate of 8%, reflecting an estimate of the Company’s cost of equity. These analyses resulted in a range of implied present values of $15.90 to $23.50 per share.

Goldman Sachs analyzed certain publicly available information relating to certain acquisition transactions announced since 2018 involving target companies in the government IT services industry.

While none of the target companies in the selected transactions are directly comparable to the Company and none of the selected transactions are directly comparable to the Merger, the target companies in the selected transactions are companies with certain operations that, for the purposes of analysis, may be considered similar to certain operations of the Company.

Using publicly available information, for each of the selected transactions, Goldman Sachs calculated the implied enterprise value of the applicable target company based on the consideration paid in the applicable transaction, as a multiple of the estimated EBITDA of the target company for the last twelve-month (“LTM EBITDA”) period ended prior to announcement of each applicable transaction, as disclosed in public company filings and other publicly available information. The selected transactions and the implied enterprise value to LTM EBITDA multiples calculated for the transactions are set forth below:

Based on the results of the foregoing calculations and Goldman Sachs’ analyses of the various transactions and its professional judgment and experience, Goldman Sachs applied a reference range of enterprise value to LTM EBITDA multiples of 11.0x to 13.0x to the Company’s estimated Adjusted EBITDA for the Company’s fiscal year 2021 (pro forma for the loss of the NGEN contract as provided by management of the Company) to derive a range of implied enterprise values for the Company. Goldman Sachs subtracted from this range of implied enterprise values the Company’s net debt as of January 1, 2021, as provided by management of the Company, and divided the result by the implied total number of fully diluted Shares outstanding as of January 25, 2021, based on the derived range of illustrative equity values, and calculated using information provided by management and the treasury stock method, to derive a range of implied values per Share of $25.20 to $32.19.

Goldman Sachs reviewed and analyzed, using publicly available data obtained from Dealogic, the premia paid in 229 acquisitions of publicly traded companies in the United States announced during the period from January 1, 2016 through December 31, 2020 in which the target company had an implied enterprise value of $1 billion to $10 billion. For the entire period from January 1, 2016 through December 31, 2020, Goldman Sachs calculated the 25th percentile and 75th percentile of the premia paid in acquisitions announced during such period relative to the target company’s unaffected stock price at the close of trading on the day prior to the original announcement of the transaction.

Based on its review of the foregoing data and its professional judgment and experience, Goldman Sachs applied a reference range of illustrative premia of 12%-41% (based on the 25th percentile and 75th percentile of the premia paid in acquisitions announced in the entire period relative to the target company’s share price over the one-trading day prior to the original announcement of the transaction) to the Unaffected Share Price. This analysis resulted in a range of implied values per Share of $21.95 to $27.64.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its

determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or Parent or the Merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Board as to the fairness from a financial point of view, as of the date of the opinion, to the holders (other than Parent, Veritas Capital, and their respective affiliates) of the outstanding shares of the Company’s common stock of the $29.35 in cash per share of the Company’s common stock to be paid to such holders pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The consideration of $29.35 in cash per share of the Company’s common stock was determined through arm’s-length negotiations between the Company and Parent and was approved by the Board. Goldman Sachs provided advice to the Company during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company or the Board or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

As described above, Goldman Sachs’ opinion to the Board was one of many factors taken into consideration by the Board in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B to this proxy statement.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent, any of their respective affiliates and third parties, including Veritas Capital, and any of its affiliates and portfolio companies, or any currency or commodity that may be involved in the Merger. Goldman Sachs acted as financial advisor to the Company in connection with, and have participated in certain of the negotiations leading to, the Merger. Goldman Sachs has provided certain financial advisory and/or underwriting services to the Company and/or its affiliates from time to time. During the two year period ended January 27, 2021, the Investment Banking Division of Goldman Sachs has not been engaged by the Company or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs has provided certain financial advisory and/or underwriting services to Veritas Capital and its affiliates and/or portfolio companies from time to time for which Goldman Sachs’ Investment Banking Division has received, and may receive, compensation, including having acted as financial advisor to StandardAero Business Aviation Services LLC, a former portfolio company of Veritas Capital, in connection with its sale in April 2019; as financial advisor to Veritas Capital in connection with the sale of a stake in Veritas Capital in April 2020; and as financial advisor to Gainwell Technologies LLC, a portfolio company of Veritas Capital, in connection with its pending acquisition of HMS Holdings Corporation announced in December 2020. During the two year period ended January 27, 2021, Goldman Sachs recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division directly to Veritas Capital and/or its affiliates and portfolio companies (which may include companies that are not controlled by Veritas Capital) of approximately $51 million. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Company, Parent, Veritas Capital and their respective affiliates and, as applicable, portfolio companies for which Goldman Sachs’ Investment Banking Division may receive compensation. Affiliates of Goldman Sachs also may have co-invested with Veritas Capital and its affiliates from time to time and may have invested in limited partnership units of affiliates of Veritas Capital from time to time and may do so in the future.

The Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to an engagement

letter, dated January 25, 2021, the Company engaged Goldman Sachs to act as its financial advisor in connection with the Merger. The engagement letter between the Company and Goldman Sachs provides for a transaction fee of $28 million, $3 million of which became payable at announcement of the Merger, and the remainder of which is contingent upon consummation of the Merger. Goldman Sachs may receive an additional fee of up to $2 million at the Company’s discretion. In addition, the Company has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

At the January 26, 2021 meeting of the Board, Stone Key delivered its oral opinion, which was subsequently confirmed in writing, that, as of January 26, 2021, and based upon and subject to the assumptions, qualifications and limitations set forth in the written opinion, the Merger Consideration was, from a financial point of view, to the holders of the outstanding shares of Perspecta common stock, excluding Parent, Merger Sub and their respective affiliates. The full text of Stone Key’s written opinion is attached as Annex C to this proxy statement, and you should read the opinion carefully and in its entirety. The opinion sets forth the assumptions made, some of the matters considered and qualifications to and limitations of the review undertaken by Stone Key. Stone Key provided advisory services and its opinion for the information and assistance of the Board in connection with its consideration of the Merger. Stone Key’s opinion does not constitute a recommendation to the Board in connection with the Merger, nor does the opinion constitute a recommendation to any holders of Perspecta common stock as to how to vote in connection with the Merger or any other matter.

In reading the discussion of the fairness opinion set forth below, you should be aware that Stone Key’s opinion:

Stone Key’s opinion may not be relied upon by Veritas Capital, Parent or Merger Sub or any director, officer or employee of, or investor in, Veritas Capital (or its affiliated fund entities), Parent or Merger Sub.

Perspecta did not provide specific instructions to, or place any limitations on, Stone Key with respect to the procedures to be followed or factors to be considered by it in performing its analyses or providing its opinion.

In connection with rendering its opinion, Stone Key:

In connection with rendering its opinion, Stone Key further noted that:

The following is a summary of the principal financial and valuation analyses performed by Stone Key and presented to the Board in connection with rendering its fairness opinion. The full text of the written presentation by Stone Key to the Board has been attached as Exhibit (c)(vi) to the Schedule 13E-3 in connection with the Merger and is incorporated by reference herein in its entirety.

Some of the financial and valuation analyses summarized below include summary data and information presented in tabular format. In order to understand fully the financial and valuation analyses, the summary data and tables must be read together with the full text of the summary. Considering the summary data and tables alone could create a misleading or incomplete view of Stone Key’s financial and valuation analyses. Stone Key assumes no responsibility if future results are different from those described, whether or not any such difference is material.

Based on the transaction price of $29.35 per share, Stone Key reviewed the implied transaction enterprise value/forward earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples with respect to the Merger. Stone Key calculated the transaction price premia in relation to various Perspecta stock prices that were based on (i) the closing price as of January 25, 2021, (ii) the stock price as of November 6, 2020, three days prior to November 9, 2020, the date on which an article was published by Bloomberg suggesting that Perspecta was considering a sale (the “Unaffected Stock Price”), (iii) the 30-day and 90-day average closing prices as of January 25, 2021 and (iv) the 52-week high and 52-week low closing prices as of January 25, 2021.

After an evaluation of a number of different valuation techniques, Stone Key concluded that the perpetual growth-based discounted cash flow-based methodology, the terminal multiple discounted cash flow-based methodology and the precedent mergers and acquisition transaction analysis were the most appropriate valuation techniques. The discounted cash flow-based methodologies were deemed appropriate as these methodologies capture the long-term cash flows representative of the Perspecta business. The precedent mergers and acquisition transaction analysis was deemed appropriate as it compares prices paid for acquisitions of companies of comparable service offerings and size.

Discounted Cash Flow Analyses. Stone Key performed both discounted cash flow analyses based on Perspecta’s projected unlevered after-tax free cash flows and assumptions regarding the weighted average cost of capital. In addition, for the perpetual growth method, estimates of the perpetual growth rates were used, and, for the terminal multiples method, estimates of terminal multiple value exit multiples were used.

In performing its discounted cash flow analyses:

Precedent Merger and Acquisition Transactions Analysis. Stone Key reviewed and analyzed certain relevant precedent merger and acquisition transactions during the past several years involving government technology services companies based on comparable service offerings, target markets and transaction size. The transactions were analyzed using both the transaction value with and without the value of the reported tax benefits.

The following precedent merger and acquisition transactions were considered by Stone Key:

In performing its precedent merger and acquisition transactions analysis:

Comparable Company Analysis. Stone Key compared and analyzed Perspecta’s historical stock price performance, historical and projected financial performance and valuation metrics against other publicly traded companies in the government technology services industry.

The following publicly traded government technology services industry comparable companies were used in the analysis of Perspecta and were selected on the basis of similar service offerings, end markets, industry focus and customer focus:

Stone Key calculated the two-year average trading multiples for the above comparable companies based on Wall Street consensus estimates and publicly available filings as of January 25, 2021, which yielded an average enterprise value/next twelve months (NTM) EBITDA multiple of 13.1x. Stone Key also calculated the two-year average trading multiple for Perspecta in the same time span, which yielded an average enterprise value/NTM EBITDA multiple of 8.8x.

In performing its comparable company analysis:

Stone Key noted that, although instructive, the comparable companies analysis was not given substantial weight in its overall analysis, other than to ensure that Perspecta’s public trading multiples were appropriate, because of differences with respect to financial and operating characteristics between Perspecta and the companies to which it was being compared and other factors, including Perspecta’s declining margin profile and higher capital intensity.

Additional Analyses. Stone Key also performed additional analyses that were provided for reference but not a focus of the opinion, including:

The preparation of a fairness opinion is a complex process and involves various judgments and determinations as to the most appropriate and relevant assumptions and financial and valuation analyses and the application of those methods to the particular circumstances involved. A fairness opinion is therefore not readily susceptible to partial analysis or summary description, and taking portions of the analyses set out above, without considering the analysis as a whole, would in the view of Stone Key create an incomplete and misleading picture of the processes underlying the analyses considered in rendering the Stone Key opinion. In arriving at its opinion, Stone Key:

Stone Key also noted that:

The type and amount of consideration payable in the Merger were determined through negotiations between Perspecta and Parent and were approved by the Board. Stone Key provided advice to Perspecta during these negotiations. Stone Key did not, however, recommend to Perspecta or the Perspecta Board that any specific amount of consideration be received by the holders of Shares in connection with the Merger. The decision to enter into the Merger Agreement was solely that of the Board. The Stone Key opinion was just one of the many factors taken into consideration by the Board. Consequently, Stone Key’s analyses should not be viewed as determinative of the decision of the Board with respect to the fairness, from a financial point of view, of the Merger Consideration to be received by holders of Shares (excluding Parent, Merger Sub and their respective affiliates) pursuant to the Merger.

Stone Key is an internationally recognized investment banking firm with substantial experience advising companies in the government technology services industry, as well as substantial experience providing strategic advisory services. Stone Key, as part of its investment banking business, is continuously engaged in the evaluation of business and their debt and equity securities in connection with merger and acquisitions, valuations and general corporate advisory services. Perspecta retained Stone Key as a financial advisor in connection with the Merger because of its qualifications and expertise, as well as its familiarity with the business of Perspecta. Pursuant to the engagement letter between Stone Key and Perspecta, Perspecta has agreed to pay Stone Key a fee totaling at least $28 million, of which $3 million was earned upon delivery of its opinion and the remaining

portion of which will be payable upon the consummation of the Merger. In the sole discretion of the Chairman and Chief Executive Officer of Perspecta, this fee may be increased by up to $2 million. In addition, Perspecta has agreed to reimburse Stone Key for certain expenses, including fees and disbursements of legal counsel, and to indemnify Stone Key against certain liabilities arising out of Stone Key’s engagement.

On July 19, 2019, Stone Key was engaged by Perspecta to render a fairness opinion with respect to Perspecta’s acquisition of Knight Point Systems, LLC, for which Perspecta paid Stone Key a fee of $250,000. In addition, Perspecta agreed to reimburse Stone Key for certain expenses, including fees and disbursements of legal counsel, and to indemnify Stone Key against certain liabilities arising out of Stone Key’s engagement.

On April 27, 2020, Stone Key was engaged by Perspecta to render a fairness opinion with respect to Perspecta’s acquisition of DHPC Technologies, Inc., for which Perspecta paid Stone Key a fee of $250,000. In addition, Perspecta agreed to reimburse Stone Key for certain expenses, including fees and disbursements of legal counsel, and to indemnify Stone Key against certain liabilities arising out of Stone Key’s engagement.

Stone Key may seek to provide Parent and its affiliates with certain investment banking and other services unrelated to the Merger in the future.

Copies of Goldman Sachs’ and Stone Key’s written opinions and presentations to the Board on January 26, 2021 have been attached as Exhibits (c)(v) and (c)(vi), respectively, to the Schedule 13E-3 in connection with the Merger. These materials will be available for any interested shareholder of Perspecta (or any representative of a shareholder who has been so designated in writing) to inspect and copy at Perspecta’s principal executive offices during regular business hours.

In addition to the presentations made to the Board described above, Goldman Sachs and Stone Key also made a joint written and oral presentation to the Board on January 14, 2021, which reviewed, among other things, certain internal financial analyses and forecasts for the Company prepared by management of the Company, as approved for Goldman Sachs’ and Stone Key’s use by the Company (the “Forecasts”) (for information regarding preparation of the Forecasts, see the section of this proxy statement entitled “Special Factors—Certain Unaudited Prospective Financial Information”), and included: (i) observations on the historical and projected financial performance for the Company and certain other government IT services companies using publicly available information, (ii) observations on historical and projected U.S. federal IT spending growth and (iii) preliminary illustrative present value of future share price analyses for the Company using projected EBITDA for the Company for fiscal years 2022-2024 as set forth in the Forecasts. A copy of such written presentation by Goldman Sachs and Stone Key to the Board has been attached as Exhibit (c)(iii) to the Schedule 13E-3 in connection with the Merger.

Goldman Sachs and Stone Key also made a joint written and oral presentation to the Board on January 25, 2021, which reviewed certain financial aspects of proposals to acquire the Company that had been recently received by the Company and certain preliminary financial analyses regarding the Company including: (i) preliminary illustrative contribution analyses of a potential transaction between the Company and Company A using historical stock trading prices as well as revenue, EBITDA, Adjusted Operating Income, Adjusted Net Income and Levered Free Cash Flows for fiscal years 2021-2023 as set forth in the Forecasts, and certain financial analyses and forecasts for Company A prepared by management of Company A (the “Company A Forecasts”), as approved for Goldman Sachs’ and Stone Key’s use by the Company, (ii) observations on revenue and EBITDA growth for fiscal years 2019-2022 for the Company and Company A on a stand-alone basis and pro forma for a potential transaction using publicly financial information, the Forecasts and the Company A Forecasts, (iii) observations on Enterprise Value / EBITDA multiples for the Company and certain other government IT services companies over certain periods using historical financial information as well as 2021 financial information provided by the Company or publicly available and (iv) preliminary illustrative present value of future share price analyses for the Company using projected EBITDA for the Company for fiscal years 2022-2024 as set forth in the Forecasts. A copy of such written presentation by Goldman Sachs and Stone Key to the Board has been attached as Exhibit (c)(iv) to the Schedule 13E-3 in connection with the Merger. Both the January 14, 2021 written presentation and the January 25, 2021 written presentation will be available for any interested shareholder of Perspecta (or any representative of a shareholder who has been so designated in writing) to inspect and copy at Perspecta’s principal executive offices during regular business hours.

Such other written and oral presentations by Goldman Sachs and Stone Key, alone or together, did not constitute an opinion of Goldman Sachs or Stone Key. Information contained in such other written and oral presentations was substantially similar to the information provided in Goldman Sachs’ and Stone Key’s written presentation to the Board on January 26, 2021, as described above.

The financial analyses in such other written and oral presentations were based on market, economic and other conditions as they existed as of the date of such presentations as well as other information that was available at such time. Accordingly, the results of the financial analyses may have differed due to changes in those conditions. Finally, Goldman Sachs and Stone Key continued to refine various aspects of their financial analyses with respect to Perspecta over time.

The Company’s purpose for engaging in the Merger is to enable its stockholders to receive the Merger Consideration, which Merger Consideration represents a premium of (i) 49.7% over the closing price of the Shares on November 6, 2020, the last trading day before the first public reports of a potential strategic process for the Company and (ii) 11.8% over the closing price of the Shares on January 26, 2021, the last trading day before the announcement of the Merger. The Company believes that the Merger provides the best opportunity to maximize stockholder value. The Company has determined to undertake the Merger at this time based on the analyses, determinations and conclusions of the Disinterested Directors described in detail above under “Special Factors — Recommendation of the Board; Fairness of the Merger.”

For the Sponsor Entities, the primary purpose of the Merger is to allow Parent to own equity interests in the Company and to bear the rewards and risks of such ownership after the Merger is completed and the Shares cease to be publicly traded. The Sponsor Entities believe that structuring the transaction in such manner is preferable to other transaction structures because it (i) will enable Parent to acquire all of the Shares at the same time, (ii) will allow the Company to cease to be a publicly registered and reporting company, and (iii) represents an opportunity for the Company’s unaffiliated shareholders to receive $29.35 in cash per Share. The Sponsor Entities did not consider any other alternative transaction structures or other alternative means to accomplish the foregoing purposes.

If the Merger is consummated, the Company will be integrated into the existing business, operations and assets of Peraton Intermediate Holding Corp. The Sponsor Entities currently anticipate that the Company’s operations initially will be otherwise conducted following the closing substantially as they are currently being conducted (except that the Company will cease to be a public company and will instead be an indirect wholly owned subsidiary of Parent). The Sponsor Entities are currently conducting a review of the Company and its business and operations with a view towards determining how to redirect the Company’s operations to improve the Company’s long-term earnings potential as a private company (including by reducing the Company’s costs and expenses following the Merger) and expect to complete such review following consummation of the Merger. Further, following consummation of the Merger, the Sponsor Entities will continue to assess the Company’s assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what additional changes, if any, would be desirable following the Merger to enhance the business and operations of the Company.

Parent does not currently own any equity interest in the Company. However, affiliates of the Sponsor Entities hold 23,273,341 shares of the Company’s common stock, or approximately 14.44% of the outstanding common stock. Following consummation of the Merger, Parent will own 100% of the outstanding equity interest of the surviving corporation and will have a corresponding interest in the Company’s net book value and net earnings.

From and after the effective time of the Merger, (a) the directors of Merger Sub immediately prior to the effective time of the Merger shall be the directors of the surviving corporation until their successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the surviving corporation’s certificate of incorporation, bylaws and applicable law, and (b) the officers of the Company immediately prior to the effective time of the Merger shall continue to be the officers of the surviving

corporation until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the surviving corporation’s certificate of incorporation, bylaws and applicable law.

As a result of the completion of the Merger, the Sponsor Entities’ interest in the Company’s net book value and net income or losses will increase. According to the Company's Quarterly Report on Form 10-Q filed on February 5, 2021, the Company’s net book value as of January 1, 2021 was approximately $1,408 million and according to the Company’s Annual Report on Form 10-K filed on May 22, 2020, the Company’s net loss for the fiscal year ended March 31, 2020 was approximately $676 million.

Assuming the percentage ownership of the Sponsor Entities is unchanged, each of Veritas Capital Fund Management, L.L.C. and Ramzi Musallam beneficially own shares with a 14.44% interest in the net book value and net losses of the Company, or approximately $203 million of the net book value as of January 1, 2021 and approximately $98 million of the Company’s net loss for the fiscal year ended March 31, 2020.

Assuming the completion of the Merger, each of the Sponsor Entities would beneficially own, directly or indirectly, 100% of the Company’s common stock and, accordingly, their interest in the Company’s net book value and net income or losses would increase to 100%, and the Sponsor Entities would be entitled to all other benefits resulting from their 100% ownership of the Company, including all income generated by the Company’s operations and any future increase in the Company’s value. Similarly, the Sponsor Entities would also bear all of the risk of losses generated by the Company’s operations and any decrease in the value of the Company after the completion of the Merger.

If the Merger Agreement is adopted by the requisite votes of the Company’s stockholders and all other conditions to the closing of the Merger are either satisfied or waived, Merger Sub will merge with and into the Company, with the Company surviving the Merger.

At the effective time of the Merger, each Share outstanding immediately prior to the effective time of the Merger (other than (i) the Shares owned by the Company or any of the Company subsidiaries and (ii) the Shares owned by Parent, Merger Sub or any of their respective wholly owned subsidiaries) will be converted into the right to receive the Merger Consideration, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Merger Agreement, whereupon all such Shares will cease to be outstanding and will be automatically canceled and extinguished and cease to exist, and the holders of such Shares will cease to have any rights with respect thereto, other than the right to receive the Merger Consideration.

Stock Options. At the effective time of the Merger, outstanding stock options, whether vested or unvested, will be cancelled in exchange for a lump-sum cash payment, payable as soon as practicable following the effective time of the Merger, equal to the product of (i) the total number of the Shares subject to the stock option immediately prior to the effective time of the Merger multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per Share of the stock option, without interest and less applicable taxes required to be withheld. Any outstanding stock option that has an exercise price per Share equal to or in excess of the Merger Consideration will be canceled at the effective time of the Merger for no consideration.

Restricted Stock Units. At the effective time of the Merger, each outstanding restricted stock unit (including all Company RSUs and all Company PSUs) will become fully vested (at the greater of the “target” level and actual performance based on the performance through the effective time for Company PSUs) and cancelled in exchange for a lump-sum cash payment equal to the Merger Consideration and the value of any accumulated dividend equivalents in respect of such restricted stock unit, less applicable taxes required to be withheld.

Director Stock Units. At the effective time of the Merger, each outstanding restricted stock unit held by a member of the Board will become fully vested and cancelled in exchange for the right to receive a lump-sum cash payment equal to the Merger Consideration and the value of any accumulated dividend equivalents accumulated in respect of such restricted stock unit.

The primary benefit of the Merger to the unaffiliated stockholders will be their right to receive the Merger Consideration, without interest, less any applicable withholding taxes, for each Share held by such stockholders as described above, representing a premium of 49.7% above the closing price of Shares on November 6, 2020, the last trading day before the first public reports of a potential strategic process for the Company and a premium of 11.8% over the closing price of the Shares on January 26, 2021, the last trading day before the announcement of the Merger. Additionally, such stockholders will avoid the risk after the Merger of any possible decrease in our future earnings, growth or value.

The primary detriments of the Merger to our unaffiliated stockholders include the lack of an interest of such stockholders in the potential future earnings, growth, or value realized by the Company after the Merger.

Following the Merger, all of the equity interests in the Company will be beneficially owned, indirectly through Parent, by the Sponsor Entities. If the Merger is completed, the Sponsor Entities and their other equity investors will be the sole beneficiaries of our future earnings and growth, if any, and they will be the only ones entitled to vote on corporate matters affecting the Company following the Merger. Similarly, the Sponsor Entities and their other equity investors will also bear the risks of ongoing operations, including the risks of any decrease in the value of the Company after the Merger and other risks related to the incurrence by the surviving corporation of significant debt as described below under “Special Factors—Financing of the Merger—Debt Financing”.

If the Merger Agreement is not adopted by the Company’s stockholders or if the Merger is not completed for any other reason, Perspecta’s stockholders will not receive any payment for their Shares in connection with the Merger. Instead, unless the Company is sold to a third party, Perspecta will remain an independent public company, and the Shares will continue to be traded on the NYSE, for so long as it continues to meet eligibility listing standards. In addition, if the Merger is not completed, the Company expects that management will operate Perspecta’s business in a manner similar to that in which it is being operated today and that Perspecta’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the government services industry in which Perspecta operates and adverse economic conditions. There is no assurance as to the effect of these risks and opportunities on the future value of your Shares, including the risk that the market price of Shares may decline to the extent that the current market price of Shares reflects a market assumption that the Merger will be completed.

Under certain circumstances, if the Merger is not completed, Perspecta would be required to pay Parent a termination fee in an amount equal to approximately $97 million, or Parent would be required to pay the Company a termination fee of approximately $243 million. See “The Merger Agreement — Termination Fees.”

Except for annual guidance, the Company does not, as a matter of course, publicly disclose forecasts or projections as to future performance, earnings or other results due to the inherent unpredictability of the underlying assumptions, estimates and projections. In connection with its consideration of the Company’s stand-alone prospects and potential strategic transactions available to the Company, management of the Company prepared and provided to the Board, Goldman Sachs and Stone Key financial forecasts (together, the “Management Projections”). Management of the Company also prepared financial information related to the expected utilization by the Company of certain federal net operating loss carryforwards and tax benefits from amortization and depreciation for the Company (which we refer to as the “Tax Attributes”). The Tax Attributes were provided to Goldman Sachs, Stone Key, Veritas Capital and other potential transaction counterparties. We refer to the Management Projections and the Tax Attributes, collectively, as the “projections.” The Company’s management subsequently directed each of Goldman Sachs and Stone Key to use the projections in connection with rendering its fairness opinion to the Board and performing its related financial analysis, as described above under the heading “—Opinions of Perspecta’s Financial Advisors.” The summary of the projections is included

in this proxy statement solely to give the Company’s stockholders access to certain financial projections that were made available to the Board, Goldman Sachs and Stone Key, and is not being included in this proxy statement to influence a Company stockholder’s decision whether to vote to adopt the Merger Agreement and approve the Merger.

The projections were prepared by our management for internal use. The projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of the Company’s management, were prepared on a reasonable basis, reflected the best available estimates and judgments at the time of preparation and presented as of the time of preparation, to the best of the Company’s management’s knowledge and belief), the reasonable projections of the future financial performance of the Company.

Neither the Company’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions that are inherently uncertain and many of which are beyond the control of the Company’s management. Because the projections cover multiple years, by their nature, they also become subject to greater uncertainty with each successive year. The projections presented below were primarily based on a contract waterfall comprised of the Company’s existing engagements, contract renewals and new business awards. The key assumptions through the forecast period for the projections include:

The timing of renewals and new business awards were determined by the Company's management based on the best available information and knowledge of the customer's circumstances.

Important factors that may affect actual results and result in the projections not being achieved include, but are not limited to, any issue that compromises the Company’s relationships with its customers, changes in the U.S. federal, state and local governments’ spending and mission priorities, failure to comply with numerous laws, regulations and rules, the Company’s ability to compete effectively and other risk factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. In addition, the projections may be affected by the Company’s inability to achieve strategic goals, objectives and targets over the applicable period. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective financial information.

The inclusion of the projections in this proxy statement should not be regarded as an indication that the Company or any of its affiliates, advisors, officers, directors or representatives considered or considers the projections to be necessarily predictive of actual future events, and the projections should not be relied upon as such. Neither the Company nor any of its respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any of the Company’s stockholders or any other person regarding the ultimate performance of the Company compared to the information contained in the projections or can give any assurance that actual results will not differ materially from the projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the projections to reflect circumstances existing after the

date the projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the projections are shown to be in error. The Company does not intend to make publicly available any update or other revision to the projections, except as otherwise required by law.

The projections include non-GAAP financial measures, and they were presented because management believed they could be useful indicators of the Company’s projected future operating performance. The Company prepared the projections on a non-GAAP basis. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. As used herein, “GAAP” means generally accepted accounting principles.

All financial projections are forward-looking statements. These and other forward-looking statements are expressly qualified in their entirety by the risks and uncertainties identified above and the cautionary statements contained in the Company’s Annual Report on Form 10-K for the year ended March 31, 2020 and subsequent quarterly and current reports on Form 10-Q and 8-K. Please consider carefully the discussion entitled “Cautionary Statement Concerning Forward-Looking Statements” elsewhere in the proxy statement.

In light of the foregoing factors and the uncertainties inherent in the projections, the Company’s stockholders are cautioned not to place undue, if any, reliance on the projections.

The following is a summary of the projections (unaudited):

The Company’s executive officers and directors have interests in the Merger that are different from, or in addition to, those of the Company’s stockholders generally. In considering the recommendations of the Board, including that you vote to approve the Merger Agreement Proposal, you should be aware of these interests. In reaching its decision to make such recommendations and to approve the Merger, the Board was aware of and considered the interests described below.

Upon the effective time of the Merger, each Company RSU, Company PSU and Director RSUs will be converted into the right to receive the Merger Consideration as described below. None of the Company’s executive officers hold any unvested stock options.

Restricted Stock Units. At the effective time of the Merger, each outstanding restricted stock unit (including all Company RSUs and all Company PSUs) will become fully vested (at the greater of the “target” level and actual

performance based on the actual performance through the effective time for performance stock units) and cancelled in exchange for a lump-sum cash payment equal to the Merger Consideration and the value of any accumulated dividend equivalents in respect of such restricted stock unit, less applicable taxes required to be withheld.

Director RSUs. At the effective time of the Merger, each outstanding Director RSU will become fully vested and cancelled in exchange for only the right to receive lump-sum cash payment equal to the Merger Consideration and the value of any accumulated dividend equivalents in respect of such Director RSU.

For an estimate of the amount payable to each of the Company’s named executive officers in respect of such unvested equity-based awards on the closing date of the Merger, which we assume to be March 8, 2021 for these purposes, see “Special Factors — Interests of Executive Officers and Directors of the Company in the Merger — Golden Parachute Compensation” below.

The table below also sets forth the total amount, based on the number of Shares and equity-based awards determined as described above, per individual, payable in respect of such Shares and equity-based awards on the closing date of the Merger, assuming (i) the closing date of the Merger was March 8, 2021 and (ii) the number of outstanding Shares and equity-based awards for each director and executive officer on the closing of the Merger were equal to the number of Shares and equity-based awards that were outstanding as of March 8, 2021, the latest practicable date to determine such amounts before the filing of this proxy statement (such numbers do not forecast any grants, any vesting, additional issuances, dividends, additional deferrals or forfeitures of equity-based awards following the date of this proxy statement). For purposes of these estimates, the number of the Shares owned and the Shares subject to Company RSUs, Company PSUs and Director RSUs were multiplied by the per Share Merger Consideration of $29.35.

The Company maintains the Severance Plan for Senior Management and Key Employees (the “Severance Plan”), which provides for the payment of severance benefits to the named executive officers and certain other selected executives in the event of an involuntary termination of employment meeting the conditions described in the Severance Plan.

The Severance Plan provides that, in the event the named executive officer is terminated by the Company without “cause” (as defined below) within 36 months following the completion of the Merger or by the named executive officer for “good reason” (as defined below) within 24 months following the completion of the Merger (each, a “qualifying termination”), he or she will be paid or provided with the following severance benefits:

For purposes of the Severance Plan, “good reason” means the occurrence of any of the following without the executive’s express written consent: (i) substantial change in the nature, or diminution in the status, of the executive’s duties or position from those in effect immediately prior to the change in control; (ii) a reduction by the Company in the executive’s annual base salary as in effect on the date of a change in control or as in effect thereafter if such compensation has been increased and such increase was approved prior to the change in control; (iii) a reduction by the Company in the overall value of benefits provided to the executive, as in effect on the date of a change in control or as in effect thereafter if such benefits have been increased and such increase was approved prior to the change in control. As used herein, “benefits” will include all profit sharing, retirement, pension, health, medical, dental, disability, insurance, automobile, and similar benefits; (iv) a failure to continue in effect any stock option or other equity-based or non-equity-based incentive compensation plan in effect immediately prior to the change in control, or a reduction in the executive’s participation in any such plan, unless the executive is afforded the opportunity to participate in an alternative incentive compensation plan of reasonably equivalent value; (v) A failure to provide the executive the same number of paid vacation days per year available to him or her prior to the change in control, or any material reduction or the elimination of any material benefit or perquisite enjoyed by the executive immediately prior to the change in control; (vi) relocation of the executive’s principal place of employment to any place more than 35 miles from the executive’s previous principal place of employment; (vii) any material breach by the Company of any provision of the Plan or of any agreement entered into pursuant to the Severance Plan or any stock option or restricted stock agreement; (viii) conduct by the Company, against the executive’s volition, that would cause the executive to commit fraudulent acts or would expose the executive to criminal liability; or (ix) any failure by the Company to obtain the assumption of the Severance Plan or any agreement entered into pursuant to the Severance Plan by any successor or assign of the Company; provided that for purposes of clauses (ii) through (v) above, “good reason” will not exist (A) if the aggregate value of all salary, benefits, incentive compensation arrangements, perquisites and other compensation is reasonably equivalent to the aggregate value of salary, benefits, incentive compensation arrangements, perquisites and other compensation as in effect immediately prior to the change in control, or as in effect thereafter if the aggregate value of such items has been increased and such increase was approved prior to the change in control, or (B) if the reduction in aggregate value is due to reduced performance by the Company, the business unit of the Company for which the executive is responsible, or the executive, in each case applying standards reasonably equivalent to those utilized by the Company prior to the change in control.

For purposes of the Severance Plan, “cause” means (i) fraud, misappropriation, embezzlement or other act of material misconduct against the Company or any of its affiliates; (ii) conviction of a felony involving a crime of moral turpitude; (iii) willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the business of the Company; or (iv) substantial and willful failure to render services in accordance with the terms of his or her employment (other than as a result of illness, accident or other physical

or mental incapacity), provided that a demand for performance of services has been delivered to the executive in writing by or on behalf of the Board at least 60 days prior to termination identifying the manner in which such Board believes that the executive has failed to perform and (B) the executive has thereafter failed to remedy such failure to perform.

For an estimate of the value of the payments and benefits described above that would become payable under the Severance Plan to the named executive officers, see “—Golden Parachute Compensation” below.

Each of the Company’s executive officers and directors are entitled to the indemnification benefits in favor of the Company directors and executive officers, as described in more detail in “The Merger Agreement — Indemnification; Directors’ and Officers’ Insurance.”

The table below, entitled “Potential Change-in-Control Payments to Named Executive Officers,” along with its footnotes, sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation payable to the Company’s chief executive officer, chief financial officer and three other most highly compensated executive officers, as determined for purposes of its most recent annual proxy statement (each of whom we refer to as a “named executive officer”), which compensation is subject to an advisory vote of the Company’s stockholders, as described below in “Merger-Related Executive Compensation Arrangements (The Golden Parachute Proposal — Proposal 2).” The table assumes the consummation of the Merger occurred on March 8, 2021, and the employment of the named executive officer was terminated without “cause” or for “good reason” on such date. The value of any equity-based awards was calculated by multiplying the number of the Shares subject to Company RSUs and Company PSUs by the per Share Merger Consideration of $29.35.

The calculations in the table below do not include amounts that the Company’s executive officers were already entitled to receive or vested in as of the date hereof or amounts under contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation in favor of executive officers and that are available generally to all the Company’s salaried employees.

Parent has agreed that the Company will provide full tax gross-up payments to named executive officers, and certain other employees, for any excise taxes imposed under Section 4999 of the Code with respect to golden parachute payments. The amount of any excise tax and related gross-up payment for any named executive officer, will depend on the actual closing date of the Merger, and the timing of termination of employment, if any.

John M. Curtis, President and Chief Executive Officer of the Company, received a passive equity interest in an affiliate fund of Veritas Capital prior to 2014 as part of his compensation for his services to a predecessor of the Company and to Veritas Capital. Due to this interest, Mr. Curtis is expected to receive approximately $8 million as a result of the payment of the Merger Consideration for the Shares held by the fund and approximately $0.7 million in related carried interest.

As of the date of this Proxy Statement, the Sponsor Entities, Parent and Merger Sub have not entered into any employment agreements with any of the Company's executive officers. Parent or its affiliates may enter into discussions prior to the completion of the Merger with certain executive officers regarding employment with, or the right to purchase or participate in the equity of, Parent or certain of its affiliates, including the surviving corporation, on a going-forward basis following the completion of the Merger, and these discussions may lead to our executive officers entering into agreements, arrangements or understandings with Parent or certain of its affiliates, including the surviving corporation, regarding the same.

Our directors and executive officers have informed us that, as of the date of this proxy statement, they intend to vote all of the Shares owned directly by them in favor of the Merger Agreement Proposal and each of the other proposals listed in this proxy statement. As of [  ], 2021, the Record Date for the Special Meeting, our directors and executive officers directly owned, in the aggregate, [  ] Shares entitled to vote at the Special Meeting, or collectively approximately [  ]% of the outstanding Shares entitled to vote at the Special Meeting.

The following discussion is a summary of material U.S. federal income tax consequences of the Merger to U.S. Holders (as defined below) of the Shares. This summary is general in nature and does not discuss all aspects of U.S. federal income taxation that may be relevant to a holder of the Shares in light of their particular circumstances. This discussion is based on the Code, the Treasury regulations promulgated under the Code, judicial authority, published administrative positions of the Internal Revenue Service, which we refer to as the IRS, and other applicable authorities, all as in effect as of the date of this proxy statement, and all of which are subject to change or differing interpretations at any time, with possible retroactive effect. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following discussion, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation. This discussion does not describe any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation, nor does it address any aspects of the unearned income Medicare contribution tax. In addition, this discussion only applies to the Shares that are held as a capital asset (generally, property held for investment) within the meaning of Section 1221 of the Code and does not address tax considerations applicable to any holder of the Shares that may be subject to special treatment under U.S. federal income tax law, including:

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds the Shares, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partner and the partnership. Such holders should consult their own tax advisors regarding the tax consequences of exchanging the Shares pursuant to the Merger. In addition, holders of Shares who are not U.S. Holders may be subject to different tax consequences than those described below and are urged to consult their tax advisors regarding their tax treatment under U.S. and non-U.S. tax laws.

The following summary is for general informational purposes only and is not a substitute for careful tax planning and advice. Holders are urged to consult their own tax advisor with respect to the specific tax consequences to them of the Merger in light of their own particular circumstances, including U.S. federal estate, gift and other non-income tax consequences, and tax consequences under state, local and non-U.S. tax laws.

The following is a summary of the material U.S. federal income tax consequences of the Merger that will apply to U.S. Holders. For purposes of this discussion, the term U.S. Holder refers to a beneficial owner of the Shares that is, for U.S. federal income tax purposes:

Exchange of the Shares for Cash Pursuant to the Merger Agreement. The exchange of the Shares for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder will recognize gain or loss equal to the difference, if any, between the amount of cash received and the holder’s adjusted tax basis in the Shares exchanged therefor. Gain or loss will be determined separately for each block of the Shares (generally, the Shares acquired at the same cost in a single transaction) held by such U.S. Holder. Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if such U.S. Holder’s holding period for the Shares is more than one year at the time of the exchange. Long-term capital gains recognized by an individual U.S. Holder are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.

Information Reporting and Backup Withholding Tax. Proceeds from the exchange of the Shares pursuant to the Merger generally will be subject to information reporting. In addition, backup withholding tax at the applicable rate (currently 24%) generally will apply unless the applicable U.S. Holder or other payee provides a valid taxpayer identification number and complies with certain certification procedures (generally, by providing a properly completed IRS Form W-9) or otherwise establishes an exemption from backup withholding tax. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding tax rules from a payment to a U.S. Holder will be allowed as a credit against that holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS. Each U.S. Holder should duly complete, sign and deliver to the exchange agent an appropriate IRS Form W-9 to provide the information and certification necessary to avoid backup withholding tax, unless an exemption applies and is established in a manner satisfactory to the exchange agent.

We anticipate that the funds needed to complete the Merger will be funded with proceeds from new secured credit facilities (as described below) and equity investments to be contributed to Parent by Veritas Fund VII. Under the Merger Agreement, Parent has agreed to deposit with a designated paying agent prior to the effective time of the Merger the amount of cash necessary to pay the amounts due to the Company’s stockholders and holders of equity awards at the closing of the Merger (which we anticipate, based upon the Shares and equity awards outstanding as of [  ], 2021, will be approximately $[  ]).

In connection with the Merger, Parent has delivered to the Company an equity commitment letter, dated as of the date January 27, 2021 (the “Equity Commitment Letter”) entered into by Veritas Fund VII (for purposes of the Equity Commitment Letter, the “Equity Investor”) and Parent. Pursuant to the Equity Commitment Letter, Veritas Fund VII has committed, subject to the terms and conditions contained therein, to provide equity financing in an aggregate amount of up to $2,470,206,148 (the “Commitment”) to Parent on or prior to the closing of the Merger to purchase, or cause the purchase of, equity securities of Parent, solely for the purpose of providing a portion of the financing for the transactions contemplated by the Merger Agreement at the closing of the Merge, including the fees and expenses related thereto.

Funding of the equity financing is subject to the conditions and limitations provided in the Equity Commitment Letter, which include: (a) the execution and delivery by the Company of the Merger Agreement; (b) the satisfaction in full or waiver by Parent and Merger Sub of each of the conditions to Parent’s and Merger Sub’s respective obligations in the Merger Agreement to consummate the transactions contemplated by the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to such conditions being able to be satisfied); and (c) the substantially concurrent consummation of the transactions contemplated by the Merger Agreement pursuant to the terms of the Merger Agreement.

The Equity Commitment Letter and the obligation of Veritas Fund VII to fund the Commitment will terminate on the earliest to occur of: (a) the closing of the Merger, so long as the Commitment has been fully funded in accordance with the Equity Commitment Letter, (b) the valid termination of the Merger Agreement pursuant to its terms, and (c) the date on which the Company or any of its officers, directors, employees, agents or representatives assert or file, directly or indirectly, an action (of any kind or nature, whether in law or in equity) against Parent or any of its affiliates with respect to the Merger Agreement or the transactions contemplated thereby, other than (i) the Company’s right, prior to termination of the Merger Agreement, to specific performance in the Merger Agreement against Parent and/or Merger Sub (subject to the terms and limitations in the Merger Agreement of the Company’s right to specific performance), (ii) the Company’s right to receive the Parent Termination Fee if and when required to be paid pursuant to the Merger Agreement, (iii) the Company’s right, prior to termination of the Merger Agreement, as a third-party beneficiary under the Equity Commitment Letter (subject to the terms and limitations therein), and (iv) the Company’s right to bring any claim under the Merger Agreement, the Limited Guarantee or the confidentiality agreement (the “Confidentiality Agreement”), dated as of November 2, 2020, between Veritas Capital and the Company (in each case, subject to the terms and limitations therein).

The Company’s remedies against Veritas Fund VII under the Limited Guarantee and the Confidentiality Agreement (in each case, subject to the terms therein and in the Merger Agreement) and rights as a third-party beneficiary under the Equity Commitment Letter (subject to the terms and limitations therein and in the Merger Agreement) shall, and are intended to, be the sole and exclusive direct or indirect remedies available to the Company against (a) Veritas Fund VII, (b) any permitted assignee of Veritas Fund VII, (c) any former, current or future director, officer, employee, agent, general or limited partner, manager, “principal”, member, stockholder or affiliate of Veritas Fund VII or any assignee of Veritas Fund VII or (d) any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, or affiliate of any of the persons referred to in clause (c) of this sentence (the persons referred to in clauses (a) through (d) of this sentence, collectively, the “Equity Investor Related Persons”; provided that (i) in no event shall Parent or Merger Sub be considered an Equity Investor Related Person and (ii) solely for purposes of enforcement of the remedies under the Limited Guarantee, Veritas Fund VII shall not be considered an Equity Investor Related Person), in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement and the transactions contemplated thereby, including in the event Parent or Merger Sub breaches its obligations under the Merger Agreement.

We are an express third-party beneficiary of the Equity Commitment Letter and shall be entitled to a decree or order for specific performance to cause Parent to draw down the full proceeds of the Commitment pursuant to, and to specifically enforce the other provisions of, the Equity Commitment Letter, in the case of causing Parent to draw down the full proceeds of the Commitment, subject to the terms and conditions of the Equity Commitment Letter and our right to specific performance as set forth in the Merger Agreement.

In connection with the Merger, on February 18, 2021, Parent and Merger Sub obtained an amended and restated debt commitment letter for (i) first lien senior secured credit facilities in an aggregate principal amount of $3,735 million consisting of (A) a $3,535 million term loan facility and (B) a $200 million revolving credit facility and (ii) a second lien senior secured term loan facility in an aggregate principal amount of $1,290 million, which, as amended from time to time in accordance with the Merger Agreement, we refer to as the Debt Commitment Letter, from JPMorgan Chase Bank, N.A., Bank of America, N.A., BofA Securities, Inc., Macquarie Capital (USA) Inc., Macquarie Capital Funding LLC, Barclays Bank PLC, Credit Suisse AG, Cayman Islands Branch, Credit Suisse Loan Funding LLC, Royal Bank of Canada, RBC Capital Markets, LLC, UBS AG, Stamford Branch, UBS Securities LLC, Bank of Montreal, BMO Capital Markets Corp., Jefferies Finance LLC, KKR Capital Markets LLC, KKR Corporate Lending LLC, Mizuho Bank, Ltd. and PSP Investments Credit USA LLC, collectively referred to as the Commitment Parties.

Under the terms of the Debt Commitment Letter, the Commitment Parties’ obligation to fund the new secured credit facilities is subject to customary conditions, including the consummation of the Merger in accordance in all material respects with the terms of the Merger Agreement and other customary conditions, including, but not limited to:

If any portion of the debt financing becomes unavailable, or it becomes reasonably likely that it may become unavailable, on the terms and conditions (including the flex provisions) contemplated in the Debt Commitment Letter, Parent shall use its reasonable best efforts to obtain promptly sufficient alternative financing, from the same or alternative financing sources, and not containing conditions or other terms that would reasonably be expected to affect the availability thereof that (i) are more onerous or materially less favorable than those conditions and terms in the Debt Commitment Letter as of the date of the Merger Agreement or (ii) would reasonably be expected to delay the closing of the Merger and is otherwise on terms that are not materially less favorable, in the aggregate, to Parent than the terms in the Debt Commitment Letter.

Subject to certain exceptions to be set forth in the documentation governing the new secured credit facilities, the obligations under the (i) first lien term loan facility and first lien revolving facility will be secured by a first-priority security interest in and lien on substantially all of the assets and all interests of the loan parties, then owned or after acquired and (ii) second lien term loan facility will be secured by a second-priority security interest in and lien on substantially all of the assets and all interests of the loan parties, then owned or after acquired, that secures the first lien term loan facility and first lien revolving facility.

As of [ ], 2021, the last practicable date before the printing of this proxy statement, no alternative financing arrangements or alternative financing plans have been made in the event the debt financing is not available as anticipated. The documentation governing the new secured credit facilities contemplated by the Debt Commitment Letter has not been finalized and, accordingly, the actual terms of the debt financing may differ from those described in this proxy statement. The Commitment Parties may invite other banks, financial institutions and institutional lenders to participate in the debt financing contemplated by the Debt Commitment Letter.

Peraton Holding Corp. and Peraton Inc., affiliates of Parent and Merger Sub, expect that they will enter into amendments to their existing secured credit facilities to provide for a first lien incremental term loan facility in an aggregate principal amount of $1,340 million. If available prior to the closing of the Merger, the net proceeds from borrowings under such facilities, together with cash on hand, may be used to consummate the Merger. However, the completion of the Merger is not contingent on such amendments and there can be no assurance that Peraton Holding Corp. and Peraton Inc. will enter into the amendments.

Although obtaining the proceeds of the new secured credit facilities is not a condition to the completion of the Merger, the failure of Parent and Merger Sub to obtain sufficient debt financing may result in the failure of the Merger to be completed. In that case, Parent and Merger Sub may be obligated to pay the Company a fee of approximately $243 million. See “The Merger Agreement — Termination Fees” for a further discussion of the Parent Termination Fee. Payment of the Parent Termination Fee is guaranteed by Veritas Fund VII pursuant to the Limited Guarantee referred to below in “Special Factors — Limited Guarantee.”

Subject to the terms and conditions set forth in the Limited Guarantee, the Guarantor has guaranteed the due and punctual payment to the Company of (a)(i) the Parent Termination Fee, if, when and as due, pursuant to the Merger Agreement and (ii) certain enforcement expenses described the Merger Agreement, and (b) the reimbursement of the Company’s and the Company’s subsidiaries reasonable and documented out-of-pocket costs and expenses incurred in connection with the financing cooperation obligations provided for under the Merger Agreement.

The Guarantor’s obligations under the Limited Guarantee are subject to a maximum aggregate cap of $252,534,936 (the “Cap”).

The Limited Guarantee will terminate and the Guarantor will have no further obligations under the Limited Guarantee as of the earliest of: (a) the closing of the Merger; (b) with respect to Parent’s obligations in respect of the Parent Termination Fee, (i) six months following the valid termination of the Merger Agreement pursuant to its terms in a circumstance in which the Parent Termination Fee is payable pursuant to the terms of the Merger Agreement (unless the Company commenced litigation under the Limited Guarantee prior to such date, in which case the Limited Guarantee will terminate upon the earliest to occur of (A) the complete and indefeasible payment in full of obligations in respect of the Parent Termination Fee (subject to the Cap) and (B) the final, non-appealable resolution of any and all actions relating to such claim and, if applicable, the complete and indefeasible satisfaction by the Guarantor of any obligations finally determined or agreed to be owed by the Guarantor), and (ii) the valid termination of the Merger Agreement pursuant to its terms in a circumstance in which the Parent Termination Fee is not payable pursuant to the terms of the Merger Agreement and (c) with respect to the reimbursement obligations of Parent, six months following the valid termination of the Merger Agreement pursuant to its terms, unless the Company commenced litigation under the Limited Guarantee prior to such date, in which case the Limited Guarantee will terminate upon the earliest to occur of (A) the complete and indefeasible payment in full of the reimbursement obligations of Parent (subject to the Cap) and (B) the final, non-appealable resolution of any and all actions relating to such claim and, if applicable, the complete and indefeasible satisfaction by the Guarantor of any obligations finally determined or agreed to be owed by the Guarantor. Notwithstanding the foregoing, in the event that the Company or any of its subsidiaries or affiliates asserts in any action related to the Limited Guarantee that the provisions thereof limiting the Guarantor’s liability or any other provisions of the Limited Guarantee are illegal, invalid or unenforceable in whole or in part, or asserts any theory of liability against the Guarantor, any of its affiliates (other than Parent or Merger Sub) or certain related persons with respect to the transactions contemplated by the Merger Agreement or the Limited Guarantee (other than liability of the Guarantor under the Limited Guarantee) or asserts that the Guarantor is liable in excess of the Cap, then (x) the obligations of the Guarantor under the Limited Guarantee shall terminate, (y) the Guarantor shall be entitled to have any payments previously made under the Limited Guarantee refunded by the Company and (z) neither the Guarantor nor any Parent Related Parties (as defined in the Merger Agreement) shall have any liability to the Company under, or with respect to the transactions contemplated by, the Merger Agreement (other than Parent and Merger Sub in accordance with the express terms and limitations therein) or under the Limited Guarantee (provided that the foregoing is not intended to limit the Company’s right to specific performance pursuant to the Equity Commitment Letter of the Merger Agreement to the extent and subject to the terms and limitations set forth therein, respectively).

The Company and any of its representative’s recourse against the Guarantor under the Limited Guarantee (subject to the terms and conditions set forth therein) and the Equity Commitment Letter is the sole and exclusive remedy against the Guarantors and any related persons of the Guarantors (and any related person of such related persons) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or in respect of any oral representations made or alleged to be made in connection with the Limited Guarantee or the Merger Agreement, whether at law or equity, in contract, in tort or otherwise. The Company has no right of recovery against, and no personal liability will attach to, the Guarantor and certain related persons and affiliates, in each case, other than Parent and Merger Sub, with respect to the Limited Guarantee, the Merger Agreement or the transactions contemplated by the Limited Guarantee or the Merger Agreement, through Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent, Merger Sub or any other person against the Guarantor or its related persons or affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or other applicable law, or otherwise, except for (i) its rights to recover from the Guarantor under and to the extent provided in the Limited Guarantee and subject always to the Cap, and the other limitations set forth in the Limited Guarantee and (ii) claims pursuant to third-party beneficiary rights under the Equity Commitment Letter.

It is also expected that Merger Sub and/or Parent will incur approximately $270 million of legal, financial and other advisory fees.

The Merger may not be completed until notifications under the HSR Act have been given and information furnished to the Antitrust Division of the DOJ and the FTC, and all statutory waiting period requirements have been satisfied. Notification and Report Forms under the HSR Act were filed with the Antitrust Division of the DOJ and the FTC on February 5, 2021 and the applicable waiting period expired on 11:59pm, March 8, 2021.

At any time before or after the effective time of the Merger, the Antitrust Division of the DOJ or the FTC could take action under the antitrust laws, including seeking to enjoin the consummation of the Merger, conditionally approve the Merger upon the divestiture of assets of the Company, subject the consummation of the Merger to regulatory conditions or seek other remedies. In addition, state attorneys general and other regulators could take action under the antitrust or other laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the Merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the applicable laws under some circumstances. There can be no assurance that a challenge to the Merger will not be made or, if such a challenge is made, that it would not be successful.

On March 9, 2021, a purported shareholder class action complaint was filed against Perspecta, the members of the Board and Veritas Capital Fund Management, which the complaint alleges is a controlling shareholder, in the Nevada Eighth Judicial District Court in Clark County under the caption Wilson v. Perspecta Inc. et al., Case No. A-21-830758-B. The complaint alleges that the Board and Veritas Capital breached their fiduciary duties in connection with the proposed Merger by agreeing to inadequate consideration for the proposed Merger, by engaging in a conflicted Merger process, and by disseminating a materially incomplete and misleading proxy statement in connection with the proposed Merger. The complaint seeks, among other things, an order enjoining Perspecta from holding the stockholder meeting to vote on the proposed Merger and taking any steps to consummate the proposed Merger or, in the event the proposed Merger is consummated, an order rescinding, to the extent already implemented, the Merger or any terms thereof, or granting rescissory damages, and to recover an unspecified amount of damages resulting from the alleged violations of fiduciary duties. It is possible additional lawsuits may be filed between the date of this proxy statement and consummation of the Merger.

The closing of the Merger is expected to take place on (i) the date that is two business days following the date on which the last of the conditions to the closing of the Merger (described in “The Merger Agreement — Conditions to the Completion of the Merger”) has been satisfied or waived (other than any such conditions which by their nature cannot be satisfied until the closing date of the Merger, which are required to be satisfied or, to the extent permitted by applicable law, waived in accordance with the Merger Agreement on the closing date) or (ii) such other date as agreed to in writing by Parent and the Company.

The effective time of the Merger will occur as soon as practicable following the closing of the Merger upon the filing of the Articles of Merger with the Office of the Secretary of State of the State of Nevada, or at such later time as shall be agreed upon in writing by Parent and the Company and specified in the Articles of Merger in accordance with the NRS.

At the effective time of the Merger, each Share outstanding immediately prior to the effective time of the Merger (other than (i) Shares issued and held by the Company or any of the Company’s subsidiaries and (ii) Shares that are owned by Parent, Merger Sub, or any of their respective wholly owned subsidiaries, in each case immediately prior to the effective time of the Merger) will be converted into the right to receive from Parent the Merger Consideration, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Merger Agreement whereupon all such Shares will cease to be outstanding and will be automatically canceled and extinguished and cease to exist, and the holders of such Shares will cease to have any rights with respect thereto, other than the right to receive the Merger Consideration.

Prior to the effective time of the Merger, Parent will deposit with the paying agent, for the benefit of the holders of Shares, an amount in cash sufficient to pay the aggregate Merger Consideration. The paying agent will promptly pay each record holder of Shares the Merger Consideration upon the surrender of such Shares represented by certificates to the paying agent. The paying agent will exchange any Shares outstanding represented by book-entry, and interest will not be paid or accrue for the benefit of holders of such book-entry shares or any unpaid dividends and other distributions payable in respect of Shares represented by certificates. The paying agent will reduce the amount of any Merger Consideration paid in respect of Shares by any applicable withholding taxes.

After the completion of the Merger, you will cease to have any rights as a stockholder of the Company other than the right to receive the Merger Consideration upon the terms and subject to the conditions set forth in the Merger Agreement.

None of the surviving corporation, Parent, Merger Sub or the paying agent will be liable to any holder of Shares for any amount of Merger Consideration properly delivered to a public official pursuant to any applicable abandoned property law, escheat law or similar law. If any Shares are not surrendered prior to the time that is immediately prior to the time at which Merger Consideration in respect of such Shares would otherwise escheat to or become the property of any governmental entity, any such shares, cash, dividends or distributions in respect of such Shares will become the property of Parent, free and clear of all claims or interest.

No provision has been made to grant the Company’s stockholders, other than Parent or its representatives, access to the corporate files of the Company or any other party to the Merger or to obtain counsel at the expense of the Company or any other such party.

The Sponsor Entities anticipate that Peraton will be considered the acquirer for accounting purposes. If so, Peraton will use the acquisition method of accounting to allocate the purchase consideration to the Company assets acquired and liabilities assumed, which will be recorded at fair value.

The following describes the material provisions of the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference herein. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read carefully the Merger Agreement in its entirety before making any decisions regarding the Merger because it is the principal document governing the Merger. This section is not intended to provide you with any factual information about us. Such information can be found elsewhere in this proxy statement and in the public filings we make with the SEC, as described in the section entitled “Where You Can Find More Information.”

In reviewing the Merger Agreement, please remember that it is included to provide you with information regarding its terms. The Merger Agreement contains representations and warranties by each of the parties to the Merger Agreement. These representations and warranties have been made for the benefit of the other party to the Merger Agreement and:

Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company. As of the date of this proxy statement, except as set forth in the Company’s public disclosures, there are no specific material facts that exist that the Company believes materially contradicts its representations and warranties in the Merger Agreement. The Company will provide additional disclosure in its public reports to the extent it becomes aware of the existence of any specific material facts that are required to be disclosed under U.S. federal securities laws and might contradict its representations and warranties contained in the Merger Agreement. In any event, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference herein. See “Where You Can Find More Information.” Capitalized terms used herein and not otherwise defined have the meanings set forth in the Merger Agreement. Stockholders and other interested parties should read the Merger Agreement for a more complete description of the provisions summarized below.

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the applicable provisions of the NRS, whereupon the separate existence of Merger Sub will cease and the Company will continue its existence under the laws of the State of Nevada as the surviving entity in the Merger (the Company, as the surviving entity in the Merger, being sometimes referred to herein as the “Surviving Corporation”), such that following the Merger, the Surviving Corporation will be a wholly owned direct subsidiary of Parent.

At the Effective Time:

At the Effective Time:

As promptly as practicable following the Effective Time in compliance with applicable law, the Company’s securities will be de-listed from the NYSE and de-registered under the Exchange Act.

In the event of any change in the number of Shares, or securities convertible or exchangeable into or exercisable for Shares (including options to purchase Shares) issued and outstanding after the date of the Merger Agreement and prior to the Effective Time by reason of any stock split, reverse stock split, stock dividend, subdivision, reclassification, recapitalization, combination, exchange of shares or the like, the Merger Consideration will be equitably adjusted to provide to the holders of Shares the same economic effect as contemplated by the Merger Agreement prior to such event, subject to further adjustment in accordance with the Merger Agreement.

Each outstanding stock option granted under the Company stock plan, whether vested or unvested, will be fully vested, canceled and converted into the right to receive a lump-sum cash payment, without interest, equal to the product of  (i) the total number of the Shares subject to the stock option immediately prior to the Effective Time multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per Share of the stock option. Any outstanding stock option that has an exercise price per Share equal to or in excess of the Merger Consideration will be canceled at the Effective Time for no consideration.

Company RSUs will become fully vested and be cancelled and converted into the right to receive from the Company, for each Share subject to the restricted stock unit, a lump-sum cash payment equal to the Merger Consideration.

Company PSUs will become vested at the greater of the “target” level and actual performance based on the results through the Effective Time, and will be cancelled and converted into the right to receive from the Company, for each Share subject to the then-vested performance stock unit, a lump-sum cash payment equal to the Merger Consideration.

Director RSUs will become fully vested and will be cancelled and converted into the right to receive from the Company, for each Share subject to the restricted stock unit, a lump-sum cash payment equal to the Merger Consideration.

All accumulated dividend equivalents will be distributed to the applicable holders of Company RSUs, Company PSUs and Director RSUs.

With respect to any amount payable that constitutes nonqualified deferred compensation subject to Section 409A of the Code, to the extent that payment of such amount would otherwise cause the imposition of a tax or penalty under Section 409A of the Code, such payment will instead be made at the earliest time permitted under the Merger Agreement and the terms of the corresponding award that will not result in the imposition of such tax or penalty.

Under the Merger Agreement, and in accordance with the Company’s employee stock purchase plan (“ESPP”), as soon as practicable following the date of the Merger Agreement, the Company will adopt such resolutions that (i) terminates any offering period and any option to purchase shares of the Company stock under the ESPP will terminate and will be deemed to have been exercised upon the earlier of (A) immediately prior to the Effective Time or (B) the date on which such offering period would otherwise end; (ii) no individual participating in the ESPP can (A) increases his or her contributions as of the date of the Merger Agreement, or (B) make separate contributions on or following the date of the Merger Agreement, unless permitted by law; (iii) no new individuals are permitted to participate in the ESPP following the date of the Merger Agreement; and (iv) the ESPP will terminate immediately prior to the Effective Time. The Company may provide notice to each ESPP participant of such resolution, and, following receipt of such notice, each participant will have the right to terminate their contributions and receive a cash distribution prior to the Closing Date.

The Company is required to deliver the cash payments described above with respect to the stock options, restricted stock units and performance stock units as soon as practicable following the Effective Time, and in any case no later than the second regularly scheduled payroll run of the Company or its applicable affiliate following the Closing Date, without interest and less any applicable withholding of taxes.

Prior to the Effective Time, Parent will enter into an agreement with a paying agent designated by Parent and reasonably acceptable to the Company to act as agent for the holders of Shares in connection with the Merger and to receive the Merger Consideration. On the Closing Date and prior to or immediately after the filing of the Articles of Merger, Parent will deposit, or cause to be deposited, with the paying agent, for the benefit of the holders of Shares issued and outstanding immediately prior to the Effective Time, an amount in cash sufficient to pay the aggregate Merger Consideration (the “Exchange Fund”). The paying agent will, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for Shares pursuant to the Merger Agreement out of the Exchange Fund.

As soon as reasonably practicable after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, cause the paying agent to deliver to each record holder of, as of immediately prior to the Effective Time, an outstanding certificate or certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) a letter of transmittal and instructions for use in effecting the surrender of the Certificates for payment of the Merger Consideration.

Upon surrender to the paying agent of a Certificate, delivery of a duly completed and validly executed letter of transmittal, and such other customary documents as may be reasonably required by the paying agent, the holder of such Certificate will be entitled to promptly receive in exchange therefor the Merger Consideration payable in respect of the number of Shares formerly evidenced by such Certificate. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration or on any unpaid dividends and other distributions payable in respect of the Certificates.

As soon as reasonably practicable after the Effective Time, but in no event more than three business days after the Closing Date, Parent shall, and shall cause the Surviving Corporation to, cause the paying agent to exchange any shares of Company common stock outstanding as of immediately prior to the Effective Time represented by book-entry in accordance with the paying agent’s customary procedures with respect to securities represented by book entry; provided that the payment of the Merger Consideration with respect to book-entry shares will only be made to the person in whose name such book-entry shares are registered. No interest will be paid or accrued for the benefit of holders of book-entry shares on the Merger Consideration or on any unpaid dividends and other distributions payable in respect of the Certificates.

No holder of Shares will have or be entitled to assert dissenter’s rights or any other rights of appraisal, pursuant to the NRS or otherwise, as a result of or in connection with the Merger Agreement and the transactions contemplated thereby.

Each of Parent, the Company, Merger Sub, the Surviving Corporation and the paying agent will be entitled to deduct and withhold (or cause to be deducted and withheld) from the amounts otherwise payable to any holder of Shares or holder of equity or equity-based awards under the Company stock plan pursuant to the Merger Agreement such amounts as Parent, the Company, Merger Sub, the Surviving Corporation or the paying agent, as the case may be, determines are required to be deducted or withheld with respect to the making of such payments under applicable law.

The Closing will take place at 10:00 a.m., New York City time, on a date that is two business days following the satisfaction or (to the extent permitted by applicable law) waiver in accordance with the Merger Agreement all of the conditions to the Closing (see “The Merger Agreement — Conditions to the Completion of the Merger”) (other than any such conditions which by their nature cannot be satisfied until the Closing Date, which will be required to be so satisfied or (to the extent of applicable law) waived in accordance with the Merger Agreement on the Closing Date) or such other time, date or place as Parent and the Company may agree in writing.

Subject to the Merger Agreement, as soon as practicable on the Closing Date, the parties will cause the Articles of Merger with respect to the Merger prepared and executed in accordance with the relevant provisions of the NRS to be executed and filed with the Office of the Secretary of State of the State of Nevada.

The Merger will become effective upon the filing of the Articles of Merger with the Office of the Secretary of State of the State of Nevada, or at such later time as agreed upon in writing by Parent and the Company and specified in such Articles of Merger in accordance with the NRS.

In the Merger Agreement, the Company made customary representations and warranties to Parent and Merger Sub, including representations relating to organization and qualification, capitalization, general authority and standing, subsidiaries and equity interests, authority, enforceability, the absence of conflicts and necessary consents, SEC documents and financial statements, absence of undisclosed liabilities, information supplied in certain documents, absence of certain changes or events, taxes, title to properties, government contracts, export controls and anti-bribery compliance, litigation, compliance with laws, permits, employee benefits and ERISA matters, labor relations, environmental matters, contracts and commitments, intellectual property rights, anti-takeover laws, privacy and data security, brokers’ and advisors’ fees, the opinions of the Company’s financial advisors, insurance, related party transactions and accounts receivables and accounts payables. Parent and Merger Sub have made customary representations and warranties to the Company with respect to, among other matters, organization and qualification, general authority and standing, authority, enforceability, the absence of conflicts and necessary consents, financing, information supplied in certain documents, litigation, brokers’ and advisors’ fees, ownership and activities of Merger Sub, ownership of Shares, the Limited Guarantee, taxes and certain arrangements.

Some of the representations and warranties in the Merger Agreement made by the Company are qualified as to “materiality” or by reference to a “Company Material Adverse Effect.” For purposes of the Merger Agreement, a “Company Material Adverse Effect” means any state of facts, circumstance, condition, event, change, development, occurrence, result or effect that, individually or in the aggregate with any one or more of the foregoing, (i) has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or delay beyond the Outside Date the closing of the Merger, except that the foregoing, to the extent resulting or arising from the following, will not be considered in making such determination:

provided, however, that any state of facts, circumstance, condition, event, change, development, occurrence, result or effect arising out of or resulting from any change or event referred to in items (A), (B), (C), (D), (E), (H) or (I) above may constitute, and be taken into account in determining the occurrence of, a Company Material Adverse Effect if and only to the extent that such change or event has a disproportionate adverse impact on the Company and its subsidiaries as compared to any other participants that operate in the industries in which the Company and its subsidiaries operate.

The representations and warranties will not survive consummation of the Merger, and cannot be the basis for claims under the Merger Agreement by any party after the Effective Time.

Except as (i) expressly permitted or required by the Merger Agreement, (ii) may be required by applicable law or pursuant to the terms of any Company benefit plan in effect as of the date of the Merger Agreement, (iii) for any actions taken reasonably and in good faith in response to COVID-19 or COVID-19 Measures (provided that, in the case of this clause (iii), the Company will use reasonable best efforts to consult with Parent prior to or promptly following the taking (or omitting) of any action that would be prohibited or otherwise restricted or required, as applicable, by the Merger Agreement but for this clause (iii) and consider in good faith any reasonable requests by Parent in respect of such actions or omissions), (iv) as set forth in the confidential disclosure letter to the Merger Agreement or (v) with the prior written consent of Parent (which consent may not be unreasonably withheld, conditioned or delayed), the Merger Agreement obligates the Company not to, and obligates the Company to cause each of its subsidiaries not to, from the date of the Merger Agreement until the Effective Time (or the earlier termination of the Merger Agreement), (a) conduct its business other than in the ordinary course, in any material respect, (b) fail to use commercially reasonable efforts to preserve intact its business organizations, goodwill and assets and maintain its rights, franchises and existing relations with customers, suppliers, officers, employees and business associates, or (c) take any action that adversely affects in a material respect the ability of any party to obtain regulatory approvals for the Merger and the other transactions contemplated by the Merger Agreement.

The Merger Agreement also contains specific restrictive covenants as to certain activities of the Company and its subsidiaries from the date of the Merger Agreement until the Effective Time or termination, as applicable. These covenants provide that, (i) as expressly permitted or required by the Merger Agreement, (ii) as may be required by applicable law or pursuant to the terms of any Company benefit plan in effect as of the date of the Merger Agreement, (iii) for any actions taken reasonably and in good faith in response to COVID-19 or COVID-19 Measures (provided that, in the case of this clause (iii), the Company will use reasonable best efforts to consult with Parent prior to or promptly following the taking (or omitting) of any action that would be prohibited or otherwise restricted or required, as applicable, by the Merger Agreement but for this clause (iii) and consider in good faith any reasonable requests by Parent in respect of such actions or omissions), (iv) as set forth in the confidential disclosure letter to the Merger Agreement or (v) with the prior written consent of Parent (which consent may not be unreasonably withheld, conditioned or delayed), the Company will not, and will cause each of its subsidiaries not to, take any of the following actions:

person (other than as permitted by the foregoing clause (ii)); or (iv) convert from a limited partnership, limited liability company or corporation, as the case may be, to any other business entity;

provide unsubsidized continuation coverage required under Section 4980B of the Code or (vii) allow any current, former or new director, officer, employee, contractor or consultant to begin participating in any Company benefit plan that provides change in control, severance or termination benefits, regardless of whether the terms of such Company benefit plan would otherwise allow such current or former director, officer, employee, contractor or consultant to begin participating in such Company benefit plan; provided, however, that the foregoing clauses (ii), (iii), (iv) and (vii) will not restrict the Company or any of its subsidiaries from granting to any newly hired or promoted employee holding a position below vice president any increase in base compensation, bonus, change in control, retention, severance or termination pay, or fringe or other benefits, or from entering into any employment, retention or severance agreement with any newly hired or promoted person holding a position below vice president, in each case, in the ordinary course of business consistent with past practice;

Parent has agreed that it will, or will cause the Surviving Corporation to, provide to each employee of the Company and its subsidiaries immediately prior to the Effective Time (each, a continuing employee), other than employees whose terms and conditions of employment are governed by a collective bargaining agreement, for a period of one year following the Effective Time, for so long as the continuing employee is employed by the Surviving Corporation during such period after the Effective Time, (i) base salary or wages that is no less favorable than as in effect immediately prior to the Effective Time, (ii) bonus and incentive opportunities (other than equity or equity-based compensation opportunities) that are each no less favorable than those in effect immediately prior to the Effective Time, (iii) severance benefits to each continuing employee that are no less

favorable than those that would have been provided to such continuing employee under benefit plans of the Company as in effect immediately prior to the Effective Time, and (iv) employee benefits and arrangements (other than base salary or wages, bonus and incentive opportunities, equity or equity-based compensation opportunities, defined benefit pension plan benefits, retiree welfare benefits, early retirement benefits and severance benefits) to continuing employees that are no less favorable in the aggregate to those provided similarly situated employees of Parent or any of its affiliates.

The pool for the Company’s short-term incentive plan for the fiscal year ending April 2, 2021 will be funded based on the greater of target or actual performance for such fiscal year, and the amount of the short-term incentive plan payments for such fiscal year will be determined for each participant in the Company’s ordinary course of business consistent with past practice as of the last day of such fiscal year and paid by the Company (or, following the Effective Time, by Parent or the Surviving Corporation) on or before June 1, 2021.

If the Effective Time occurs after April 2, 2021, Parent will pay, or cause the Surviving Corporation to pay, as soon as reasonably practicable following the Effective Time (but in no event later than ten days following the Effective Time), to each continuing employee that is a participant in the Company’s short-term incentive plan for the fiscal year commencing April 3, 2021 an amount in cash equal to the continuing employee’s target incentive payment under the short-term incentive plan, prorated for the number of days that have elapsed in such fiscal year through and including the date on which the Effective Time occurs. In connection with the subsequent determination of the incentive payments payable under the short-term incentive plan for the full fiscal year commencing April 3, 2021, any such incentive payment otherwise payable to a continuing employee may be offset and reduced by the amount of the amount previously paid to such continuing employee pursuant to the Merger Agreement.

To the extent Parent causes a continuing employee to cease to be eligible to participate in a the Company’s benefit plan and instead provides for such continuing employee to be eligible to participate in a replacement plan sponsored or maintained by Parent or one of its affiliates, if any such replacement plan is a group health plan, each participating continuing employee must be credited, for the year during which coverage begins, with any deductibles and copayments already incurred during such year under the Company benefit plan being replaced. Each continuing employee’s years of service and level of seniority with the Company and its subsidiaries (including service and seniority with any other employer that was recognized by the Company and its subsidiaries) must be recognized for purposes of terms of employment and eligibility, vesting and benefit determination (but not for benefit accruals under any defined benefit pension plan or eligibility for any retiree health or welfare benefit) under the replacement plans. Parent must cause each replacement plan to waive any pre-existing condition exclusion or restriction with respect to participation and coverage requirements applicable to a continuing employee to the extent such exclusion or restriction did not apply with respect to such employee under the corresponding Company benefit plan. Furthermore, Parent and the Surviving Corporation must honor all employment, severance, change in control, bonus and other agreements and plans assumed by them, and must honor and assume all vacation and other paid time off accrued by the continuing employees as of the Closing Date.

Nothing in the Merger Agreement, described under this “— Employee Matters” heading or elsewhere, will constitute an amendment to, or be construed as amending, any benefit or compensation plan, program, contract, arrangement or agreement sponsored, maintained or contributed to by the Company, Parent or any of their respective subsidiaries (including Merger Sub). The provisions of the merger agreement described under this heading are for the sole benefit of the parties to the merger agreement and nothing herein or therein, expressed or implied, is intended or will be construed to confer upon or give to any person (including, for the avoidance of doubt, any continuing employee or other current or former employee of the Company or any of its subsidiaries), any legal or equitable or other rights or remedies under or by reason of any statement or provision in this proxy or in the merger agreement.

The Company has agreed that, during the term of the Merger Agreement and subject to certain exceptions set forth in the Merger Agreement:

“Company Acquisition Proposal” means any offer or proposal, including any amendment or modification to any existing offer or proposal (other than, in each case, an offer or proposal made or submitted by or on behalf of Parent), relating to, other than the Merger and the other transactions contemplated by the Merger Agreement, any transaction (including any single- or multi-step transaction), or series of related transactions with a person or “group” (as defined in the Exchange Act) relating to (a) the issuance to such person or “group” or acquisition by such person or “group” of securities (or options, rights or warranties to purchase, or securities convertible into or exchangeable for, such securities) representing at least 20% of the Shares or voting power of the Company, (b) the acquisition by such person or “group” of any business or assets of the Company and the Company subsidiaries representing at least 20% of (i) the consolidated assets of the Company (including indirectly through ownership of equity in Company subsidiaries) and the Company subsidiaries, taken as a whole, or (ii) the combined voting power of the Company, in either cases (a) or (b), pursuant to a merger (including a reverse merger in which the Company is the Surviving Corporation), reorganization, recapitalization, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer, exchange offer or other similar transaction or (c) any combination of the foregoing that results in such person or “group” acquiring at least 20% of the Shares or voting power of the Company.

Notwithstanding anything to the contrary in the Merger Agreement, if, prior to obtaining the Company stockholder approval, the Company receives a bona fide written Company Acquisition Proposal, which proposal was made after the date of the Merger Agreement and did not result from a material breach of the provisions of the Merger Agreement described under this “— No Solicitation by the Company” heading, and the Board determines in good faith, after consultation with its financial advisors and outside counsel, that such proposal constitutes or could reasonably be expected to lead to, a Company Superior Proposal (as defined below), then the Company and its representatives may, subject to compliance with the provisions of the Merger Agreement described under this “— No Solicitation by the Company” heading, do any or all of the following: (i) furnish any information (including non-public information) or access thereto to any third party making such proposal (subject to certain conditions, including the execution of a confidentiality agreement and promptly (and in any event no later than 24 hours after making such information or other materials available to such third party) making available of such information or other materials to Parent) or (ii) participate or engage in negotiations or discussions with the person or group making such proposal and its representatives regarding such proposal.

“Company Superior Proposal” means a bona fide written Company Acquisition Proposal (provided, that for this purpose the references to “20%” in the definition thereof will be deemed to be references to “50%”) made by a third party, that did not result from a material breach of the provisions of the Merger Agreement described under this “— No Solicitation By the Company” heading and that the Board determines in its good faith judgment (after consultation with its financial advisors and outside counsel), taking into account all of the terms and conditions of such Company Acquisition Proposal and the Merger (including any offer by Parent to amend the terms of the Merger Agreement, termination or break-up fee, expense reimbursement provisions and conditions to consummation) and taking into account all financial, legal, regulatory and other aspects of such Company Acquisition Proposal that the Board considers in good faith to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Merger and the other transactions contemplated by the Merger Agreement.

Except as otherwise permitted by the provisions of the Merger Agreement relating to a Company Change in Recommendation with respect to a Company Intervening Event (each as defined below) and Company Superior Proposals, neither the Board nor any committee thereof may (i) (A) withdraw (or modify, amend or qualify in a manner adverse to Parent), or propose publicly to withdraw (or modify, amend or qualify in a manner adverse to Parent), the Company Board Recommendation, (B) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any Company Acquisition Proposal, (C) fail to include the Company Board Recommendation in the proxy statement, (D), if (1) the Company has received a Company Acquisition Proposal that remains outstanding (and is not a tender offer or exchange offer addressed by clause (E) of this clause (i)), and (2) such Company Acquisition Proposal has not been rejected by the Company, fail to reaffirm the Company Board Recommendation within five business days after receipt of a written request from Parent to do so (provided that Parent may only request one such reaffirmation with respect to any Company Acquisition Proposal) or (E) fail to recommend against any Company Acquisition Proposal that is a tender or exchange offer by a third party pursuant to Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act within 10 business days after the commencement of such tender offer or exchange offer (any action described in this clause (i) being referred to as a “Company Change in Recommendation”) or (ii) approve or recommend or propose publicly to approve or recommend, or enter into, any acquisition agreement, letter of intent, agreement in principle or similar agreement (other than certain permitted confidentiality agreements) with respect to a Company Acquisition Proposal (a “Company Alternative Acquisition Agreement”).

“Company Intervening Event” means any state of facts, circumstances, condition, event, change, development, occurrence, result or effect (other than a Company Acquisition Proposal) that, individually or in the aggregate, is material to the Company and the Company subsidiaries, taken as a whole, that was not known to the Board as of the date of the Merger Agreement (or if known, the consequences of which were not known to or reasonably foreseeable by the Board as of the date of the Merger Agreement), which state of facts, circumstances, condition, event, change, development, occurrence, result or effect (or any consequence thereof) becomes known by the Board prior to the time of Company stockholder approval.

Notwithstanding anything to the contrary in the provisions of the Merger Agreement, at any time prior to the receipt of the Company stockholder approval, the Board may make a Company Change in Recommendation in response to a Company Intervening Event and the Company may subsequently terminate the Merger Agreement if (i) the Board determines in good faith, after consultation with its outside legal counsel, that the failure to do so would reasonably be expected to be inconsistent with the Board’s fiduciary duties under applicable law, (ii) (A) the Company has provided Parent three business days’ written notice prior to making any such Company Change in Recommendation, which notice shall describe the Company Intervening Event in reasonable detail and which notice shall not itself constitute a Company Change in Recommendation and (B) if requested by Parent in good faith, during such three-business day period after providing such notice, negotiate in good faith with respect to any revisions to the terms of the Merger Agreement proposed by Parent so that a Company Change in Recommendation would no longer be necessary, and (iii) after giving effect to the revisions contemplated by the foregoing clause (ii), if any, after consultation with financial advisors and outside counsel, the Board has determined in good faith that failure to make the Company Change in Recommendation in response to such Company Intervening Event, would reasonably be expected to be inconsistent with its fiduciary duties under

applicable law. The provisions described in this paragraph also apply to any material change in the event, occurrence or fact relating to such Company Intervening Event and require a new notice from the Company, except that the references to periods of three business days in the procedures described in this paragraph shall be shortened to two business days for such purposes.

The Company has agreed that the Board may not effect a Company Change in Recommendation and the Company may not terminate the Merger Agreement as described below unless:

Notwithstanding anything to the contrary contained in the Merger Agreement, at any point prior to receipt of the Company stockholder approval if, in response to a bona fide written Company Acquisition Proposal made after the date of the Merger Agreement and not withdrawn that did not result from a material breach in any respect of the Merger Agreement provisions described under this “— No Solicitation by the Company” heading, the Board determines in good faith (after consultation with its financial advisors and outside counsel) that (i) such Company Acquisition Proposal constitutes a Company Superior Proposal and (ii) the failure to do so would reasonably be expected to be inconsistent with its fiduciary obligations under applicable law, (A) subject to compliance with the requirements set forth in the immediately preceding paragraph and bullet points, the Board may make a Company Change in Recommendation and the Company may subsequently terminate the Merger Agreement or (B) the Company may terminate the Merger Agreement in order to enter into a Company Alternative Acquisition Agreement with respect to such Company Superior Proposal, subject to payment to Parent of the applicable termination fee amount (among other conditions).

The Company will promptly (and in any event within 24 hours after receipt) advise Parent orally or in writing in the event that the Company receives any Company Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to a Company Acquisition Proposal, and in connection with such notice, provide to Parent the material terms and conditions (including the identity of the third party making any such Company Acquisition Proposal) of any such Company Acquisition Proposal. The Company will (i) keep Parent reasonably informed on a current basis of the status and material terms of any such Company Acquisition Proposal (including, prior to furnishing any information or to participating in any discussions or negotiations pursuant to the Merger Agreement, advising Parent of any determination by the Company Board pursuant to the Merger Agreement) and any discussions and negotiations concerning the material terms and

conditions thereof and (ii) provide to Parent as soon as practicable (and in any event no later than within 24 hours after receipt) any written indication of interest (or amendment thereto) or any written material that constitutes an offer (or amendment thereto) including copies of any proposed Company Alternative Acquisition Agreements.

Nothing in the Merger Agreement prevents the Company or the Company Board, directly or indirectly through their respective representatives, from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) under the Exchange Act or (iii) making any disclosure to the stockholders of the Company that is required by law or with respect to which the Board determines in good faith, after consultation with its outside legal counsel, that failure to make such disclosure would reasonably be expected to be inconsistent with the Board’s fiduciary duties under applicable law (or any other disclosure to stockholders required to be made by applicable law), in each case, other than a Company Change in Recommendation that is not permitted as described herein.

Parent and Merger Sub have represented that the third party debt financing arranged by Parent in connection with the Merger (assuming such debt financing is funded in accordance with the Debt Commitment Letter), together with equity investments to be contributed to Parent or Merger Sub by The Veritas Capital Fund VII, L.P., will provide sufficient funds required for consummation of the Merger.

Parent and Merger Sub have agreed to use their reasonable best efforts to take all actions necessary to arrange as promptly as reasonably practicable prior to the Effective Time (i) the debt financing on the terms and conditions (including the flex provisions) described in the Debt Commitment Letter or (ii) in the event all or any portion of the debt financing pursuant to the Debt Commitment Letter becomes unavailable, the alternative financing described below, and will use reasonable best efforts to:

Without the prior written consent of the Company, Parent will not amend, modify, supplement, restate, substitute, replace, terminate or agree to any waiver under the Debt Commitment Letter in a manner that:

Subject to certain exceptions, Parent has agreed to use its reasonable best efforts to give the Company prompt written notice if Parent becomes aware of:

Parent has also agreed to give the Company prompt written notice if Parent believes in good faith that Parent will not be able to timely obtain all or any portion of the debt financing on the terms and in the manner or from the sources contemplated by the Debt Commitment Letter or the Definitive Documents.

If any portion of the debt financing becomes unavailable, or it becomes reasonably likely that it may become unavailable, on the terms and conditions (including the flex provisions) contemplated in the Debt Commitment Letter or the Definitive Documents, Parent shall use its reasonable best efforts to obtain promptly sufficient alternative financing, from the same or alternative financing sources, and not containing conditions or other terms that would reasonably be expected to affect the availability thereof that (i) are more onerous or materially less favorable than those conditions and terms in the Debt Commitment Letter as of the date of the Merger Agreement or (ii) would reasonably be expected to delay the Closing and is otherwise on terms that are not materially less favorable, in the aggregate, to Parent than the terms in the Debt Commitment Letter and, when obtained, to provide promptly to the Company a copy of a new financing commitment that provides for such alternative financing and to negotiate definitive agreements with respect thereto on the terms and conditions contained therein.

The Company has agreed to use its reasonable best efforts to, and to cause each of its subsidiaries to use their reasonable best efforts to, and to use its reasonable best efforts to cause its representatives to, in each case, at Parent’s sole expense, provide such cooperation reasonably requested by Parent that is necessary, proper or customary in connection with the arrangement and consummation of the debt financing (or any permitted replacement, amended, modified or alternative financing), including:

provided, however, that, (a) the Company and its subsidiaries will not be required to extend such cooperation to the extent it would (i) unreasonably disrupt or interfere with the business or ongoing operations of the Company or its subsidiaries, (ii) cause any representation or warranty or covenant contained in the Merger Agreement to be breached, or any condition to the Closing to fail to be satisfied, (iii) cause the Company or any of its subsidiaries to jeopardize any attorney-client privilege or breach any contract, applicable law or organizational document, (iv) require the Company or its subsidiaries to pay any out-of-pocket fees or expenses prior to the Closing that are not promptly reimbursed by Parent pursuant to the terms of the Merger Agreement, or (v) cause any director, officer or employee of the Company or any of its subsidiaries to incur any personal liability, (b) the Company and its subsidiaries or any of their representatives will not be required to provide any certificates that would be effective prior to the Closing Date (other than in connection with customary authorization and management representation letters described above) or any legal opinions, (c) the Company and its subsidiaries will not be required to enter into any Definitive Documents or any other binding commitment that is not contingent on the Closing Date occurring or that would be effective prior to the Closing Date and (d) the Company and its subsidiaries will not be required to execute and deliver any pledge or security documents or certificates, documents or instruments relating to the provision of guarantees and collateral in connection with the debt financing that is not contingent on the Closing Date occurring or that would be effective prior to the Closing Date. In addition, the Company and its subsidiaries and their respective representatives shall not be required to prepare or provide (1) any pro forma financial statements or pro forma financial information, (2) any description of all or any component of the debt financing, (3) projections, risk factors or other forward-looking statements relating to all or any component of the debt financing, (4) financial statements or any other information of the type required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or (5) Compensation Disclosure and Analysis required by Item 402(b) of Regulation S-K. In no event shall the Company or its subsidiaries or any of their respective affiliates be in breach of the Merger Agreement because of the failure to deliver any financial or other information that is not currently readily available or is not otherwise prepared in the ordinary course of business of the Company and its subsidiaries. Subject to certain exceptions, Parent has agreed to indemnify and hold harmless the Company, its subsidiaries and its and their representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (including reasonable and documented attorneys’ fees) actually suffered or incurred by any of them in connection with the arrangement or consummation of the debt financing (including any alternative financing). Parent has agreed to,

promptly upon request by the Company, reimburse the Company and its subsidiaries for all reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Company or its subsidiaries in connection with the cooperation described above.

The obtaining of the debt financing (including any alternative financing) is not a condition to the Closing.

Any breach (other than a willful and material breach) by the Company or its subsidiaries of their cooperation obligations described above shall not constitute a breach of the Merger Agreement for purposes of the conditions and termination provisions of the Merger Agreement.

The Merger Agreement provides that, as promptly as reasonably practicable after the execution of the Merger Agreement, (i) the Company shall prepare a preliminary proxy statement and file it with the SEC and (ii) the Company and Parent shall jointly prepare and file with the SEC a Schedule 13E-3. This proxy statement fulfills the obligation referenced in clause (i) of the foregoing sentence. The Company and Parent, as applicable, will advise the other party promptly after it receives notice thereof, of any request by the SEC of the proxy statement, the Schedule 13E-3 or comments thereon and responses thereto or requests by the SEC for additional information. Prior to the filing of the proxy statement or the Schedule 13E-3 (or, in each case, any amendment or supplement thereto) or any dissemination thereof to the stockholders of the Company, or responding to any comments from the SEC with respect thereto, the Company or Parent, as applicable, shall provide the other party with a reasonable opportunity to review and to propose comments on such document or response, which the Company or Parent, as applicable, shall consider in good faith.

The Company shall take all action necessary in accordance with applicable laws and the organizational documents of the Company to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company stockholder approval, to be held as promptly as reasonably practicable following the clearance of the proxy statement and the Schedule 13E-3 by the SEC.

Unless the Board has withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company Change in Recommendation in accordance with the applicable provisions of the Merger Agreement, the Company will (i) through the Board, recommend, including through a recommendation in the proxy statement, that the stockholders of the Company vote in favor of the approval of the Merger Agreement, and (ii) solicit from stockholders of the Company proxies in favor of the approval of the Merger Agreement.

Subject to the other terms and conditions of the Merger Agreement, the Company, on the one hand, and each of Parent and Merger Sub, on the other hand, have agreed to cooperate with the other party and use (and will cause its respective subsidiaries to use) its reasonable best efforts to:

Each of the parties will use reasonable best efforts to (in each case, to the extent not prohibited by applicable law or governmental entity):

Each party agrees to use reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made, any and all undertakings necessary to resolve any objections that a governmental entity may assert under any antitrust law with respect to the transactions contemplated by the Merger Agreement and to avoid or eliminate each and every impediment under any antitrust law that may be asserted by any governmental entity with respect to the Merger, in each case, so as to enable the Closing to occur as promptly as practicable. The parties’ reasonable best efforts to consummate the transactions contemplated by the Merger Agreement include doing or agreeing to do, and causing their affiliates to do or agree to do, any and all of the following:

Notwithstanding anything in the Merger Agreement to the contrary, the parties shall not be required to take any action with respect to any order or any applicable law or in order to obtain any approval or resolve any objection or impediment under any antitrust law that is not conditioned upon the consummation of the Merger.

In furtherance and not in limitation of the covenants of the parties described under this “— Regulatory Approvals; Third Party Consents” heading, if any proceeding, is instituted (or threatened to be instituted)

challenging the Merger as violative of any antitrust law, each of Parent and the Company will use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any Judgment, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger.

Parent shall not, and shall not permit any of its affiliates to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in or otherwise making any investment in, or by any other manner, any person or portion thereof, or otherwise acquire or agree to acquire or make any investment in any assets, or agree to any commercial or strategic relationship with any person, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger, consolidation, investment or commercial or strategic relationship would reasonably be expected to:

Each of the Company, Parent and Merger Sub has agreed not to take any action that would cause the transactions contemplated by the Merger Agreement (including the Merger) to be subject to requirements imposed by any takeover laws, and each of them has agreed to take all reasonable steps within its control to exempt (or ensure the continued exemption of) such transactions from the takeover laws of any state that purport to apply to the Merger Agreement or to the transactions contemplated thereby.

The Merger Agreement provides that, from and after the Effective Time, the Surviving Corporation will indemnify and hold harmless, to the fullest extent authorized or permitted by, and subject to the conditions and procedures set forth in, applicable law, and will pay on behalf of or advance expenses to, each present and former director and officer of the Company and its subsidiaries (together with their respective heirs, executors or administrators, the “Indemnified Parties”), in connection with any proceeding and against any losses, claims damages, liabilities, costs or expenses, judgments, fines, penalties or settlement amounts incurred in connection therewith, including in any such person’s capacity as a director, officer, employee, member, trustee or fiduciary of another corporation, foundation, partnership, joint venture, trust, pension or other benefit plan or enterprise serving at the request of or on behalf of the Company or any Company subsidiary, subject to certain limitations and conditions more fully described in the Merger Agreement.

Additionally, for a period of six years from the Effective Time, Parent has agreed to (subject to the next sentence) maintain in full effect the current directors’ and officers’ liability and fiduciary liability insurance policies covering the Indemnified Parties (but may substitute such policies for other policies containing terms, conditions and limits no less favorable to the Indemnified Parties than the current policies so long as that substitution does not result in gaps or lapses in coverage) with respect to matters occurring on or before the Effective Time, but Parent is not required to pay annual premiums in excess of 350% of the last annual premiums paid therefor prior to the date of the Merger Agreement and will purchase the maximum amount of coverage that can be obtained for that amount if the coverage described in this sentence would cost in excess of that amount. The Company may, and, if requested by Parent, will use reasonable efforts to, on or prior to the Effective Time, purchase a six-year prepaid tail directors’ and officers’ liability and fiduciary liability insurance policy with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by such Indemnified Parties in their capacity as such, providing coverage on terms and conditions and with limits not less favorable to the Indemnified Parties than the policies currently in place for directors’ and officers’ liability and fiduciary liability.

If Parent, the Surviving Corporation or any of their respective successors or assigns consolidates with or merges with or into any other person and will not be the continuing or surviving entity of such consolidation or merger or transfers or conveys all or substantially all of its assets to any person, then, and in each such case, proper provision will be made so that the successors and assigns of the Surviving Corporation assume the Surviving Corporation’s obligations discussed in the preceding two paragraphs.

The Company has agreed that, if any litigation or other proceeding of any stockholder related to the Merger Agreement or the transactions contemplated thereby (including the Merger) is initiated or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries or the members of the Board (or of any equivalent governing body of any subsidiary) prior to the Effective Time, the Company will promptly notify Parent and keep Parent reasonably informed on a current basis with respect to the status thereof. The Company will consult with Parent on a regular basis with respect to, and will give Parent the opportunity to participate in the defense or settlement of, any security holder litigation or other proceeding against the Company or its directors relating to such transactions, and no such settlement will be agreed to without the prior written consent of Parent, which consent will not be unreasonably withheld, conditioned or delayed by Parent. Notwithstanding the foregoing provisions of this paragraph, nothing will require the Company to disclose any information if the Company reasonably determines that such disclosure would (a) constitute a violation of any contract with respect to confidentiality or non-disclosure owing to a third party (including any governmental entity) to which the Company or any of the Company subsidiaries is a party, (b) constitute a violation of any applicable law or (c) result in a waiver of attorney-client privilege, work product doctrine or similar privilege; provided that information will be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent to the extent that the Company determines doing so may be reasonably required for the purpose of complying with applicable antitrust laws.

The Merger Agreement contains other customary covenants, including, but not limited to, covenants relating to public announcements and access and confidentiality.

The obligations of each of the parties to consummate the Merger are conditioned upon the satisfaction at or prior to the Closing (or waiver by both the Company and Parent, to the extent permitted by applicable law) of each of the following:

The obligation of the Company to consummate the Merger is further conditioned upon the satisfaction (or waiver by the Company) at or prior to the Closing of each of the following:

The obligation of Parent and Merger Sub to consummate the Merger is further conditioned upon satisfaction (or waiver by Parent) at or prior to the Closing of each of the following:

The Merger Agreement may be terminated at any time prior to the Closing (notwithstanding receipt of the Company stockholder approval, except as expressly noted) as follows:

in effect; provided, that the right to so terminate the Merger Agreement pursuant to the provision described in this subparagraph will not be available to any party if such judgment or law was proximately caused by the failure of such party to comply with any of its obligations under the Merger Agreement;

Parent by written notice that it stands ready, willing and able to consummate the Closing at all times during such three-business day period; provided, that notwithstanding anything described in subsection (b)(ii) above to the contrary, no party will be permitted to terminate the Merger Agreement pursuant to subsection (b)(ii) during such three-business day period.

In the event that the Merger Agreement is validly terminated, each of the parties will be relieved of its duties and obligations thereunder after the date of such termination and such termination will be without liability to Parent and the Company. However, following termination, (a) certain provisions specified in the Merger Agreement (including the obligation of Parent or the Company to pay a termination fee in certain circumstances, as further described under the heading “— Termination Fees” below) will survive, as described in the Merger Agreement, (b) the Company will not be relieved of any liability for any willful breach of any covenant or agreement contained in the Merger Agreement occurring prior to termination and (c) the Confidentiality Agreement and the Limited Guarantee will survive any such termination in accordance with their respective terms.

As used herein, “Company Termination Fee” means a cash amount equal to $97,013,974. In the event that:

As used herein, “Parent Termination Fee” means a cash amount equal to $242,534,936. In the event that:

If the Company or Parent, as the case may be, fails to promptly pay the applicable termination fee, interest will accrue during the period by which payment is delayed at the prime rate published by the Wall Street Journal on the date on which such payment was due. If the Company or Parent, as the case may be, pursues litigation or other proceedings that result in a judgment for the party that commenced such proceeding for payment of the applicable termination fee, the other party will reimburse such other party for its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such proceedings.

In no event will Parent be entitled to receive more than one payment of the Company Termination Fee or the Company be entitled to receive more than one payment of the Parent Termination Fee, in each case, in connection with the Merger Agreement.

While each of the Company and Parent may pursue both a grant of specific performance in accordance with the provision described under the heading “— Specific Performance,” and the payment of the Parent Termination Fee or the Company Termination Fee, as applicable, described under this heading “— Termination Fees,” under no circumstances shall the Company or Parent be permitted or entitled to receive both a grant of specific performance that results in the consummation of the Merger and any money damages, including all or any portion of the Parent Termination Fee or the Company Termination Fee, as applicable.

Except as described under the heading “— Termination Fees,” above, and except for the reimbursement by Parent of certain expenses that may be incurred by the Company or any of its subsidiaries in connection with the financing cooperation described in the Merger Agreement, each party will pay its own expenses incident to preparing for, entering into and carrying out the Merger Agreement and the consummation of the transactions contemplated thereby. Parent will pay all filing fees owed under the HSR Act.

The Company, Parent and Merger Sub have agreed that irreparable damage, for which monetary damages or other legal remedies would not be an adequate remedy, would occur in the event that any of the provisions of the Merger Agreement were not performed in accordance with their specific terms or were otherwise breached by the parties. The parties have agreed that they shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches or threatened breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement in the Court of Chancery of the State of Delaware or, if the Court of Chancery of the State of Delaware lacks jurisdiction over such matter, the Superior Court of the State of Delaware and the federal courts of the United States of America located in the State of Delaware, without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled at law or in equity. Each party has agreed not to raise any objections to the availability of the equitable remedy of specific performance and further agreed not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. Each party has further agreed that neither the other party nor any other person will be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in the provision described in this paragraph, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

Notwithstanding anything to the contrary in the immediately preceding paragraph, the right of the Company to seek an injunction, specific performance or other equitable remedies in connection with enforcing Parent’s obligation to cause the equity financing to be funded to fund the Merger Consideration and Parent’s and Merger Sub’s obligations to cause the Effective Time to occur and to effect the Closing (but not the right of the Company to seek such injunctions, specific performance or other equitable remedies for any other reason) will be subject to the requirements that:

At any time prior to the Effective Time, any provision of the Merger Agreement may be amended or waived only if such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent and Merger Sub or, in the case of a waiver, by the party against whom the waiver is to be effective. However, following receipt of the Company stockholder approval, if any amendment or waiver will by applicable law or in accordance with the rules and regulations of the NYSE require further approval by the stockholders of the Company, the effectiveness of such amendment or waiver will be subject to the approval of the stockholders of the Company. The debt financing sources participating in Parent’s financing of the transactions contemplated by the Merger Agreement have the right to prevent certain amendments to the Merger Agreement that would be adverse to such debt financing sources.

The Merger Agreement is governed by Delaware law; provided, however, that issues involving the consummation and effects of the Merger will be governed by the laws of the State of Nevada to the extent the application of Nevada law is mandatory.

Parent and Merger Sub have obtained the Debt Commitment Letter from the Commitment Parties to provide to Merger Sub (i) first lien senior secured credit facilities in an aggregate principal amount of $3,735 million consisting of (A) a $3,535 million term loan facility and (B) a $200 million revolving credit facility and (ii) a second lien senior secured term loan facility in an aggregate principal amount of $1,290 million, upon the terms and subject to the conditions set forth in the Debt Commitment Letter.

It is anticipated that the proceeds of the new secured credit facilities will be used (i) to fund the payment of fees and expenses in connection with the debt financing, (ii) to fund a portion of the consideration payable under the Merger Agreement and certain other fees and expenses in connection with the Merger Agreement, (iii) to fund the termination and repayment in full of the existing credit facility of the Company and its subsidiaries and certain other fees and expenses in connection therewith and (iv) for ongoing working capital and other general corporate purposes of Parent and its subsidiaries.

The first lien term loan facility will mature seven years from the date of funding and will amortize in equal quarterly installments of 0.25% of the original principal amount. The first lien revolving facility will mature five years from the date of funding and will not amortize. The second lien term loan facility will mature eight years from the date of funding and will not amortize. The definitive documentation for the credit facilities as contemplated by the Debt Commitment Letter will contain covenants, events of default and other terms and provisions that have been agreed with the Commitment Parties and are set forth on the term sheet attached as an exhibit to the Debt Commitment Letter.

Interest under the first lien credit facilities contemplated by the Debt Commitment Letter will be payable, at the option of the borrower, either at a base rate plus 2.75% or a LIBOR-based rate (subject to a floor of 0.0% or, in the case of the first lien term loan facility, 0.75%) plus 3.75%, with step-downs at first lien leverage ratios to be agreed. Interest under the second lien term loan facility contemplated by the Debt Commitment Letter will be payable, at the option of the borrower, either at a base rate plus 7.00% or a LIBOR-based rate (subject to a floor of 0.75%) plus 8.00%. A commitment fee of 0.50% per annum (with a step-down at a first lien leverage ratio to be agreed) will be payable on the unused commitments under the first lien revolving facility. During the continuation of a bankruptcy or payment event of default under the credit facilities, the applicable interest rate on overdue amounts will be increased by 2.00%.

The financing contemplated by the Debt Commitment Letter is subject to the satisfaction of the following conditions: